TE Connect · (8:00 a.m., Eastern Standard Time), at the Park Hyatt Z¨urich, Beethoven-Strasse 21, 8002 Z ¨urich, Switzerland. Details of the business to be presented at the meeting

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9JAN201309225581

January 13, 2016

Dear Shareholder,

You are invited to attend the 2016 Annual General Meeting of Shareholders of TEConnectivity Ltd., to be held on Wednesday, March 2, 2016 at 2:00 p.m., Central European Time(8:00 a.m., Eastern Standard Time), at the Park Hyatt Zurich, Beethoven-Strasse 21, 8002 Zurich,Switzerland. Details of the business to be presented at the meeting can be found in the accompanyingInvitation to the Annual General Meeting of Shareholders and Proxy Statement.

If you cannot attend, you can ensure that your shares are represented at the meeting by castingyour vote either electronically at your earliest convenience or by promptly completing, signing, datingand returning your proxy card.

We look forward to seeing you at the meeting.

Sincerely,

Thomas J. LynchChairman of the Board

TE Connectivity Ltd.Rheinstrasse 20

CH-8200 Schaffhausen, Switzerland

Tel: +41 (0)52 633 66 61Fax: +41 (0)52 633 66 99

Contents

Invitation to the Annual General Meeting of Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . 1Proxy Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4Questions and Answers About This Proxy Statement and Voting . . . . . . . . . . . . . . . . . . . . . . . 4Security Ownership of Certain Beneficial Owners and Management . . . . . . . . . . . . . . . . . . . . . 13

�Agenda Item No. 1—Election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15Nominees for Election . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21The Board of Directors and Board Committees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25

�Agenda Item No. 2—Election of the Chairman of the Board of Directors . . . . . . . . . . . . . . . . . 28�Agenda Item No. 3—Election of the Members of the Management Development and

Compensation Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29Executive Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30Compensation Discussion and Analysis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33Management Development and Compensation Committee Report . . . . . . . . . . . . . . . . . . . . . . 57Compensation Committee Interlocks and Insider Participation . . . . . . . . . . . . . . . . . . . . . . . . . 57Executive Officer Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58Compensation of Non-Employee Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70Certain Relationships and Related Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73Section 16(a) Beneficial Ownership Reporting Compliance . . . . . . . . . . . . . . . . . . . . . . . . . . . 74Audit Committee Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74

�Agenda Item No. 4—Election of the Independent Proxy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76�Agenda Item No. 5—Approval of the Annual Report and Financial Statements for the Fiscal

Year Ended September 25, 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77�Agenda Item No. 6—Release of the Members of the Board of Directors and Executive Officers

for Activities During the Fiscal Year Ended September 25, 2015 . . . . . . . . . . . . . . . . . . . . . . 80�Agenda Item No. 7—Election of Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81�Agenda Item No. 8—Advisory Vote to Approve Executive Compensation (‘‘Say on Pay’’) . . . . . 84�Agenda Item No. 9—Binding Vote to Approve Fiscal Year 2017 Maximum Aggregate

Compensation Amount for Executive Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86�Agenda Item No. 10—Binding Vote to Approve Fiscal Year 2017 Maximum Aggregate

Compensation Amount for the Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89�Agenda Item No. 11—Carryforward of Unappropriated Accumulated Earnings . . . . . . . . . . . . . 91�Agenda Item No. 12—Declaration of Dividend . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 92�Agenda Item No. 13—Authorization Relating to Share Repurchase Program . . . . . . . . . . . . . . 94�Agenda Item No. 14—Authorized Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 96�Agenda Item No. 15—Share Capital Reduction for Shares Acquired Under Our Share

Repurchase Program . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97�Agenda Item No. 16—Adjournments or Postponements of the Meeting . . . . . . . . . . . . . . . . . . 99

Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99TE Connectivity 2017 Annual General Meeting of Shareholders . . . . . . . . . . . . . . . . . . . . . . . . 100

2016 Annual General Meeting Proxy Statement i

Where You Can Find More Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100Appendix A—Primary Talent Market Peer Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1Appendix B—Form of Articles Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-1

�Agenda items to be voted upon at the meeting

ii 2016 Annual General Meeting Proxy Statement

TE CONNECTIVITY LTD.Rheinstrasse 20

CH-8200 Schaffhausen, Switzerland

Invitation to the Annual General Meeting of Shareholders

Time and Date: 2:00 p.m., Central European Time (8:00 a.m., Eastern Standard Time),on March 2, 2016

Place: The Park Hyatt Zurich, Beethoven-Strasse 21, 8002 Zurich, Switzerland

Agenda Items: 1. Election of twelve (12) director nominees proposed by the Board ofDirectors;

2. Election of the Chairman of the Board of Directors;

3. Election of the members of the Management Development andCompensation Committee;

4. Election of the Independent Proxy;

5. Approval of (i) the 2015 Annual Report of TE Connectivity Ltd.(excluding the statutory financial statements for the fiscal year endedSeptember 25, 2015, the consolidated financial statements for the fiscalyear ended September 25, 2015 and the Swiss Compensation Report forthe fiscal year ended September 25, 2015), (ii) the statutory financialstatements of TE Connectivity Ltd. for the fiscal year endedSeptember 25, 2015, and (iii) the consolidated financial statements of TEConnectivity Ltd. for the fiscal year ended September 25, 2015;

6. Release of the members of the Board of Directors and executiveofficers of TE Connectivity for activities during the fiscal year endedSeptember 25, 2015;

7. Election of (i) Deloitte & Touche LLP as our independent registeredpublic accounting firm for fiscal year 2016, (ii) Deloitte AG, Zurich,Switzerland, as our Swiss registered auditor until our next annual generalmeeting, and (iii) PricewaterhouseCoopers AG, Zurich, Switzerland, asour special auditor until our next annual general meeting;

8. Advisory vote to approve executive compensation;

9. Binding vote to approve fiscal year 2017 maximum aggregatecompensation amount for executive management;

10. Binding vote to approve fiscal year 2017 maximum aggregatecompensation amount for the Board of Directors;

11. Carryforward of unappropriated accumulated earnings;

12. Declaration of dividend;

13. Authorization relating to share repurchase program;

14. Authorized capital;

15. Approval of share capital reduction for shares acquired under ourshare repurchase program;

2016 Annual General Meeting Proxy Statement 1

16. Approval of any adjournments or postponements of the meeting; and

17. Transaction of any other business properly brought at the meeting.

Persons Who Will ReceiveProxy Materials: Under rules of the Securities and Exchange Commission (‘‘SEC’’), we

have elected to provide access to our proxy materials over the Internet.Accordingly, we are sending a Notice of Internet Availability of ProxyMaterials, or the Notice, to our shareholders registered in our shareregister as of the close of business (Eastern Standard Time) onJanuary 7, 2016. All shareholders will have the ability to access the proxymaterials on the website referred to in the Notice or to request toreceive a printed set of the proxy materials. Instructions on how to accessthe proxy materials over the Internet or to request a printed copy may befound in the Notice. The Notice also instructs you on how you maysubmit your proxy over the Internet or via mail. You will not receive aprinted copy of the proxy materials unless you request one in the mannerset forth in the Notice or as otherwise described in the next paragraph.This permits us to conserve natural resources and reduce our printingcosts, while giving shareholders a convenient and efficient way to accessour proxy materials and vote their shares.

A copy of the proxy materials, including a proxy card, also will be sent toany additional shareholders who are registered in our share register asshareholders with voting rights, or who become beneficial owners througha nominee registered in our share register as a shareholder with votingrights, as of the close of business (Eastern Standard Time) onFebruary 11, 2016.

Admission to Meeting andPersons Eligible to Vote: Shareholders who are registered with voting rights in our share register

as of the close of business (Eastern Standard Time) on February 11, 2016have the right to attend the Annual General Meeting and vote theirshares, or may grant a proxy to vote on each of the agenda items in thisinvitation and any other matter properly presented at the meeting forconsideration.

Shareholders who hold their shares in the name of a bank, broker orother nominee (‘‘Beneficial Owners’’) should follow the instructionsprovided by their bank, broker or nominee. Beneficial Owners who havenot obtained a proxy from their bank, broker or nominee are not entitledto vote in person at the Annual General Meeting.

Granting of Proxy: Shareholders of record with voting rights who do not wish to attend theAnnual General Meeting have the right to appoint Dr. Jvo Grundler,Ernst & Young Ltd., as independent proxy, pursuant to article 9 of theSwiss Ordinance Against Excessive Compensation at Listed Corporations(the ‘‘Swiss Ordinance’’), with full rights of substitution, by appointing theindependent proxy and voting electronically or submitting a proxy cardwith your votes. The Swiss Ordinance prohibits from acting as proxiescompany officers (Organstimmrechtsvertretung) and institutions subject tothe Swiss Federal Law on Banks and Savings Banks as well asprofessional asset managers that hold proxies for holders of recordconcerning deposited shares (Depotstimmrechtsvertretung).

2 2016 Annual General Meeting Proxy Statement

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The proxies granted to the independent proxy must be received no laterthan 5:00 p.m., Central European Time (11:00 a.m., Eastern StandardTime) on March 1, 2016. A shareholder of record who gives a proxy mayrevoke it at any time before it is exercised by giving notice in person ofthe revocation and voting in person at the meeting, or, subject to timinglimitations, by delivering a revocation letter and subsequent proxy card tothe independent proxy.

With regard to the items listed on the agenda, or if new agenda items(other than those on the agenda) or new proposals or motions regardingagenda items set out in this Invitation to the Annual General Meetingare being put forth at the meeting, the independent proxy will vote inaccordance with the specific instructions of the shareholder, or if selectedby the shareholder in granting the proxy as a general instruction, inaccordance with the recommendation of the company’s Board ofDirectors at the meeting, or abstain from voting if the shareholder didnot provide instructions.

Date of Availability: Our proxy materials are being made available on or about January 13,2016 to each shareholder of record of TE Connectivity registered sharesat the close of business (Eastern Standard Time) on January 7, 2016.

By order of the Board of Directors,

Harold G. BarksdaleCorporate Secretary

January 13, 2016


PROXY STATEMENTFOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF

TE CONNECTIVITY LTD.TO BE HELD ON WEDNESDAY, MARCH 2, 2016

QUESTIONS AND ANSWERS ABOUT THIS PROXY STATEMENT AND VOTING

Why am I receiving these materials?

TE Connectivity’s Board of Directors is soliciting your proxy to vote at the Annual GeneralMeeting to be held at 2:00 p.m., Central European Time (8:00 a.m., Eastern Standard Time), onMarch 2, 2016, at The Park Hyatt Zurich, Beethoven-Strasse 21, 8002 Zurich, Switzerland. Theinformation provided in this proxy statement is for your use in determining how you will vote on theagenda items described within.

We have made available our proxy materials to each person who is registered as a holder of ourshares in the register of shareholders (such owners are often referred to as ‘‘holders of record’’ or‘‘record holders’’) as of the close of business (Eastern Standard Time) on January 7, 2016. We also willsend a copy of the proxy materials, including the proxy card, to any holder of record who requeststhem in the manner set forth in the Notice and to any additional shareholders who become registeredin our share register after the close of business (Eastern Standard Time) on January 7, 2016 andcontinue to be registered in our share register at the close of business (Eastern Standard Time) onFebruary 11, 2016. Distribution to shareholders of the Notice of Internet Availability of ProxyMaterials, or Notice, is scheduled to begin on or about January 13, 2016.

We have requested that banks, brokerage firms and other nominees who hold TE Connectivityshares on behalf of the owners of the shares (such owners are often referred to, and we refer to thembelow, as ‘‘beneficial owners,’’ ‘‘beneficial shareholders’’ or ‘‘street name holders’’) as of the close ofbusiness (Eastern Standard Time) on January 7, 2016 forward the Notice to those beneficialshareholders and forward the proxy materials, along with a voting instruction card, for any additionalbeneficial owners who acquire their shares after January 7, 2016 and continue to hold them at the closeof business (Eastern Standard Time) on February 11, 2016. We have agreed to pay the reasonableexpenses of the banks, brokerage firms and other nominees for forwarding these materials. We alsohave provided for the proxy materials to be sent to persons who have interests in our shares throughparticipation in our employee share purchase plans. These individuals are not eligible to vote directly atthe Annual General Meeting, but they may instruct the trustees of these plans how to vote the sharesrepresented by their interests. The proxy card also will serve as voting instructions for the trustees ofthe plans.

Are proxy materials available on the Internet?

Yes.

Important Notice Regarding the Availability of Proxy Materials for the Annual General Meeting tobe Held on March 2, 2016.

Our proxy statement for the Annual General Meeting to be held on March 2, 2016, other proxymaterial and our annual report to shareholders for fiscal year 2015 is available athttp://www.te.com/TEAnnualMeeting.

Under SEC rules, we have elected to provide access to our proxy materials over the Internet.Accordingly, we are sending a Notice of Internet Availability of Proxy Materials to our shareholdersregistered in our share register as of the close of business (Eastern Standard Time) on January 7, 2016.


All shareholders will have the ability to access the proxy materials on the website referred to in theNotice or to request to receive a printed set of the proxy materials. Instructions on how to access theproxy materials over the Internet or to request a printed copy may be found in the Notice. The Noticealso instructs you on how you may submit your proxy over the Internet or via mail. You will not receivea printed copy of the proxy materials unless you request one in the manner set forth in the Notice oryou acquire your shares after January 7, 2016 and continue to be registered in our share register at theclose of business (Eastern Standard Time) on February 11, 2016, in which case we will send you theproxy materials. This permits us to conserve natural resources and reduce our printing costs, whilegiving shareholders a convenient and efficient way to access our proxy materials and vote their shares.

What agenda items are scheduled to be voted on at the meeting?

The sixteen (16) agenda items scheduled for a vote are:

• Agenda Item No. 1: To elect twelve (12) nominees proposed by the Board of Directors asdirectors to hold office until the next annual general meeting of shareholders;

• Agenda Item No. 2: To elect the Chairman of the Board of Directors;

• Agenda Item No. 3: To elect the members of the Management Development andCompensation Committee;

• Agenda Item No. 4: To elect the independent proxy for the 2017 annual general meeting ofshareholders;

• Agenda Item No. 5: To approve (i) the 2015 Annual Report of TE Connectivity Ltd.(excluding the statutory financial statements for the fiscal year ended September 25, 2015,the consolidated financial statements for the fiscal year ended September 25, 2015 and theSwiss Compensation Report for the fiscal year ended September 25, 2015), (ii) the statutoryfinancial statements of TE Connectivity Ltd. for the fiscal year ended September 25, 2015,and (iii) the consolidated financial statements of TE Connectivity Ltd. for the fiscal yearended September 25, 2015;

• Agenda Item No. 6: To release the members of the Board of Directors and executiveofficers of TE Connectivity for activities during the fiscal year ended September 25, 2015;

• Agenda Item No. 7: To elect (i) Deloitte & Touche LLP as our independent registeredpublic accounting firm for fiscal year 2016, (ii) Deloitte AG, Zurich, Switzerland, as ourSwiss registered auditor until our next annual general meeting, and(iii) PricewaterhouseCoopers AG, Zurich, Switzerland, as our special auditor until our nextannual general meeting;

• Agenda Item No. 8: To cast an advisory vote to approve executive compensation;

• Agenda Item No. 9: To cast a binding vote to approve fiscal year 2017 maximum aggregatecompensation amount for executive management;

• Agenda Item No. 10: To cast a binding vote to approve fiscal year 2017 maximum aggregatecompensation amount for the Board of Directors;

• Agenda Item No. 11: To approve the carryforward of unappropriated accumulated earnings;

• Agenda Item No. 12: To approve a dividend payment to shareholders equal to $1.48 perissued share to be paid in four equal quarterly installments of $0.37 starting with the thirdfiscal quarter of 2016 and ending in the second fiscal quarter of 2017 pursuant to the termsof the dividend resolution;


• Agenda Item No. 13: To approve an authorization relating to our share repurchaseprogram;

• Agenda Item No. 14: To approve authorized capital and related amendment to our articlesof association;

• Agenda Item No. 15: To approve a share capital reduction for shares acquired under ourshare repurchase program and related amendments to our articles of association; and

• Agenda Item No. 16: To approve any adjournments or postponements of the meeting.

What is the recommendation of the Board of Directors on each of the agenda items scheduled to bevoted on at the meeting? How do the Board of Directors and executive officers intend to vote withrespect to the agenda items?

TE Connectivity’s Board of Directors recommends that you vote FOR each of the agenda itemslisted above as recommended by our Board of Directors. Our directors and executive officers haveindicated that they intend to vote their shares in favor of each of the agenda items, except for AgendaItem No. 6 (Release of the Members of the Board of Directors and Executive Officers of TEConnectivity for Activities during the Fiscal Year ended September 25, 2015), where they are by lawprecluded from voting their shares. On January 4, 2016, our directors and executive officers and theiraffiliates beneficially owned approximately 1.4% of the outstanding shares.

What is the difference between being a shareholder of record and a beneficial owner?

If your shares are registered directly in your name in our share register operated by our stocktransfer agent, you are considered the ‘‘shareholder of record’’ of those shares.

If your shares are held in a stock brokerage account or by a bank or other nominee on your behalfand the broker, bank or nominee is registered in our share register as a shareholder with voting rights,your broker, bank or other nominee is considered the shareholder of record and you are consideredthe ‘‘beneficial owner’’ or ‘‘street name holder’’ of those shares. In this case, the shareholder of recordthat is registered as a shareholder with voting rights has forwarded either the Notice or the proxymaterials, as applicable, and separate voting instructions, to you. As the beneficial owner, you have theright to direct the shareholder of record how to vote your shares by following the voting instructionsthey have provided to you. Because you are not the shareholder of record, you may not vote yourshares in person at the meeting unless you receive a valid proxy from your broker, bank or othernominee that holds your shares giving you the right to vote the shares in person at the meeting.

Who is entitled to vote?

Shareholders of record

All shareholders registered in our share register at the close of business (Eastern Standard Time)on February 11, 2016 are entitled to vote on the matters set forth in this proxy statement and any othermatter properly presented at the meeting for consideration, provided such shareholders becomeregistered as shareholders with voting rights by that time. See ‘‘—I am a shareholder of record. Howdo I become registered as a shareholder with voting rights?’’

Beneficial owners

Beneficial owners whose banks, brokers or nominees are shareholders registered in our shareregister with respect to the beneficial owners’ shares at the close of business (Eastern Standard Time)on February 11, 2016 are entitled to vote on the matters set forth in this proxy statement and any othermatter properly presented at the meeting for consideration, provided such banks, brokers or nominees


become registered as shareholders with voting rights. See ‘‘—I am a shareholder of record. How do Ibecome registered as a shareholder with voting rights?’’

What if I am the record holder or beneficial owner of shares at the close of business (Eastern StandardTime) on January 7, 2016, but sell or otherwise transfer those shares before the close of business(Eastern Standard Time) on February 11, 2016?

Holders of record and beneficial owners will not be entitled to vote their shares or provideinstructions to vote with respect to their shares if they hold shares at the close of business (EasternStandard Time) on January 7, 2016 but sell or otherwise transfer those shares before the close ofbusiness (Eastern Standard Time) on February 11, 2016.

I am a shareholder of record. How do I become registered as a shareholder with voting rights?

If you are a shareholder of record, you have been registered as a shareholder with voting rights inour share register, unless in certain circumstances (such as failure to comply with particular disclosurerequirements set forth in our articles of association) we have specifically advised you that you areregistered as a shareholder without voting rights.

How do I attend the Annual General Meeting?

For admission to the meeting, shareholders and their authorized representatives must bring a validgovernment-issued photo identification, such as a driver’s license or a passport. Shareholders of recordwith voting rights should bring the Notice or Admission Ticket they have received to the check-in area,where their ownership will be verified. Those who have beneficial ownership of registered shares heldby a bank, brokerage firm or other nominee which has voting rights must bring to the check-in area avalid proxy from their banks, brokers or nominees showing that they own TE Connectivity registeredshares as of the close of business (Eastern Standard Time) on February 11, 2016.

Registration at the meeting will begin at 1:00 p.m., Central European Time (7:00 a.m., EasternStandard Time) and close at 1:45 p.m., Central European Time (7:45 a.m., Eastern Standard Time),and the meeting will begin at 2:00 p.m., Central European Time (8:00 a.m., Eastern Standard Time).See ‘‘—How do I vote if I am a shareholder of record?’’ and ‘‘—How do I vote if I am a beneficialshareholder?’’ for a discussion of who is eligible and how to vote in person at the Annual GeneralMeeting.

Security measures will be in place at the meeting to help ensure the safety of attendees. Cameras,sound recording devices, signs, photographs and visual displays are not permitted in the meetingwithout the prior permission of TE Connectivity. We reserve the right to inspect bags, backpacks,briefcases or other packages brought to the meeting. Cell phones and other sound transmitting devicesmust be turned off during the meeting.

How do I vote if I am a shareholder of record?

If you are a registered shareholder, you can vote in the following ways:

At the Annual General Meeting: If you are a shareholder of record with voting rights of TEConnectivity registered shares who plans to attend the Annual General Meeting and wishes to voteyour shares in person, we will give you a ballot at the meeting.

Even if you plan to be present at the Annual General Meeting, we encourage you to vote by theInternet or complete and mail the proxy card to vote your shares by proxy. If you are a holder ofrecord, you may still attend the Annual General Meeting and vote in person.

By Internet: You can vote over the Internet at www.proxyvote.com by following the instructions inthe Notice of Internet Availability of Proxy Materials previously sent to you or on the proxy card. By


casting votes electronically, you will authorize the independent proxy, Dr. Jvo Grundler, with full rightsof substitution, to vote your shares on your behalf.

By Mail: You can vote by marking, dating and signing the proxy card (which will be sent to you atyour request in accordance with instructions provided in the Notice) and returning it by mail for receiptby no later than indicated below. By marking, dating, signing and mailing the proxy card as instructed,you authorize the independent proxy, Dr. Jvo Grundler, with full rights of substitution, to vote yourshares on your behalf. If you vote by proxy card/mail, you will need to return via mail your completedproxy card to the independent proxy, Dr. Jvo Grundler, Ernst & Young Ltd., in the postage pre-paidreturn envelope provided with the proxy card.

In order to assure that your votes are tabulated in time to be voted at the Annual GeneralMeeting, you must vote electronically by 5:00 p.m., Central European Time (11:00 a.m., EasternStandard Time) on March 1, 2016, or submit your proxy card by mail so that it is received by5:00 p.m., Central European Time (11:00 a.m., Eastern Standard Time) on March 1, 2016.

If you have voted electronically or timely submitted a properly executed proxy card, your shareswill be voted by the independent proxy as you have instructed. If any other matters are properlypresented at the meeting, the independent proxy will either (i) vote the shares represented by yourcompleted proxy in accordance with the specific instructions given by you, (ii) if selected by you ingranting your proxy (as a general instruction), in accordance with the recommendation of thecompany’s Board of Directors at the meeting, or (iii) if no instructions are given, abstain from votingyour shares.

How do I vote if I am a beneficial shareholder?

General: If you hold your shares in street name, you should provide instructions to your bank orbroker on how you wish your vote to be recorded by following the instructions on your votinginstruction form supplied by your bank or broker with these proxy materials.

At the Annual General Meeting: If you are a shareholder who owns shares in street name, you arenot entitled to vote in person at the Annual General Meeting unless you have a valid proxy, executedin your favor, from the bank, broker or nominee holder of record of your shares. We will then give youa ballot at the meeting.

Can I vote by Internet?

Yes. If you are a shareholder of record, see the Internet voting instructions provided on the Noticeor proxy card. If you are a beneficial owner, see the voting instruction card provided by your bank,broker or other nominee.

Can I vote by telephone?

If you are a shareholder of record, you cannot vote by telephone. If you are a beneficial owner,see the voting instruction card provided by your broker, bank or other nominee for telephone votinginstructions.

Can I appoint TE Connectivity officers as my proxy?

In accordance with Swiss regulations, shareholders may not appoint company officers as proxies.

If my shares are held in ‘‘street name’’ by my broker, will my broker vote my shares for me?

We recommend that you contact your broker. Your broker can give you directions on how toinstruct the broker to vote your shares. If you have not provided instructions to the broker, your broker


will be able to vote your shares with respect to ‘‘routine’’ matters but not ‘‘non-routine’’ matterspursuant to New York Stock Exchange (‘‘NYSE’’) rules. We believe the following agenda items will beconsidered non-routine under NYSE rules and therefore your broker will not be able to vote yourshares with respect to these agenda items unless the broker receives appropriate instructions from you:Agenda Item No. 1 (Election of Directors), Agenda Item No. 2 (Election of Chairman of the Board),Agenda Item No. 3 (Election of Members of Management Development and CompensationCommittee), Agenda Item No. 8 (Advisory Vote to Approve Executive Compensation), Agenda ItemNo. 9 (Binding Vote to Approve Fiscal Year 2017 Maximum Aggregate Compensation Amount forExecutive Management), and Agenda Item No. 10 (Binding Vote to Approve Fiscal Year 2017Maximum Aggregate Compensation Amount for the Board of Directors).

What will happen if I don’t vote my shares?

If you are a shareholder of record and you do not vote electronically or sign and return a proxycard with votes indicated, no votes will be cast on your behalf on any of the items of business at themeeting. If you are a shareholder of record and you return a signed proxy card but make no specificdirection as to how your shares are to be voted, the independent proxy will vote your shares inaccordance with the general instruction ‘‘FOR’’ each of the director nominees and ‘‘FOR’’ each of theother agenda items (including each subpart thereof) and in accordance with the recommendation of theBoard of Directors.

If you are a beneficial shareholder and you do not provide voting instructions to your bank orbroker, subject to any contractual arrangements, your bank or broker may vote your shares in itsdiscretion on all agenda items except Agenda Item No. 1 (Election of Directors), Agenda Item No. 2(Election of Chairman of the Board), Agenda Item No. 3 (Election of Members of ManagementDevelopment and Compensation Committee), Agenda Item No. 8 (Advisory Vote to ApproveExecutive Compensation), Agenda Item No. 9 (Binding Vote to Approve Fiscal Year 2017 MaximumAggregate Compensation Amount for Executive Management), and Agenda Item No. 10 (Binding Voteto Approve Fiscal Year 2017 Maximum Aggregate Compensation Amount for the Board of Directors),and no votes will be cast on your behalf on Agenda Items No. 1, No. 2, No. 3, No. 8, No. 9 andNo. 10.

How many shares can vote at the Annual General Meeting?

Our registered shares are our only class of voting stock. As of January 7, 2016, there were374,197,211 registered shares issued and outstanding and entitled to vote; however, shareholders whoare not registered in our share register as shareholders or do not become registered as shareholderswith voting rights as of the close of business (Eastern Standard Time) on February 11, 2016 will not beentitled to attend, vote at or grant proxies to vote at, the Annual General Meeting. See ‘‘—I am ashareholder of record. How do I become registered as a shareholder with voting rights?’’ Shares dulyrepresented at the Annual General Meeting will be entitled to one vote per share for each matterpresented at the Annual General Meeting. Shareholders who are registered in our share register as ofthe close of business (Eastern Standard Time) on February 11, 2016 and who are registered with votingrights may vote in person at the Annual General Meeting as discussed under ‘‘—How do I vote if I ama shareholder of record?—At the Annual General Meeting.’’

What quorum is required for the Annual General Meeting?

The presence, in person or by proxy, of at least the majority of the registered shares entitled tovote constitutes a quorum for the conduct of business at the Annual General Meeting.


What vote is required for approval of each agenda item and what is the effect of broker non-votes andabstentions?

The following agenda items require the affirmative vote of a majority of the votes cast at theAnnual General Meeting, whether in person or by proxy. A majority means at least half plus oneadditional vote of the votes which are cast at a general meeting of shareholders.

• Agenda Item No. 1: Election of twelve (12) director nominees proposed by the Board ofDirectors;

• Agenda Item No. 2: Election of the Chairman of the Board of Directors;

• Agenda Item No. 3: Election of the members of the Management Development andCompensation Committee;

• Agenda Item No. 4: Election of the Independent Proxy;

• Agenda Item Nos. 5.1, 5.2 and 5.3: Approval of (i) the 2015 Annual Report of TEConnectivity Ltd. (excluding the statutory financial statements for the fiscal year endedSeptember 25, 2015, the consolidated financial statements for the fiscal year endedSeptember 25, 2015 and the Swiss Compensation Report for the fiscal year ended September 25,2015), (ii) the statutory financial statements of TE Connectivity Ltd. for the fiscal year endedSeptember 25, 2015, and (iii) the consolidated financial statements of TE Connectivity Ltd. forthe fiscal year ended September 25, 2015;

• Agenda Item Nos. 7.1, 7.2 and 7.3: Election of (i) Deloitte & Touche LLP as our independentregistered public accounting firm for fiscal year 2016, (ii) Deloitte AG, Zurich, Switzerland, asour Swiss registered auditor until our next annual general meeting, and(iii) PricewaterhouseCoopers AG, Zurich, Switzerland, as our special auditor until our nextannual general meeting;

• Agenda Item No. 8: Advisory vote to approve executive compensation;

• Agenda Item No. 9: Binding vote to approve fiscal year 2017 maximum aggregate compensationamount for executive management;

• Agenda Item No. 10: Binding vote to approve fiscal year 2017 maximum aggregate compensationamount for the Board of Directors;

• Agenda Item No. 11: Carryforward of unappropriated accumulated earnings;

• Agenda Item No. 12: Declaration of dividend;

• Agenda Item No. 13: Authorization relating to share repurchase program;

• Agenda Item No. 15: Share capital reduction for shares acquired under our share repurchaseprogram; and

• Agenda Item No. 16: Approval of any adjournments or postponements of the meeting.

The following agenda item requires the affirmative vote of two-thirds of the share votesrepresented and the absolute majority of the par value of the registered shares with voting rights thatare represented at the Annual General Meeting in person or by proxy.

• Agenda Item No. 14: Authorized capital.


The following agenda item requires the affirmative vote of a majority of the votes cast at theAnnual General Meeting, whether in person or by proxy, not counting the votes of any member of theBoard of Directors or any executive officer of TE Connectivity.

• Agenda Item No. 6: The release of the members of the Board of Directors and executiveofficers for activities during the fiscal year ended September 25, 2015.

Registered shares which are represented by broker non-votes (which occur when a broker holdingshares for a beneficial owner does not vote on a particular agenda item because the broker does nothave discretionary voting power for that particular item and has not received instructions from thebeneficial owner) and registered shares which are cast as abstentions on any matter, are countedtowards the determination of a quorum but will not be counted as a vote cast and will be disregardedand have no effect on the proposal.

Who will count the votes and certify the results?

An independent vote tabulator will count the votes. Broadridge Financial Solutions has beenappointed by the Board of Directors as the independent inspector of election and will determine theexistence of a quorum, validity of proxies and ballots, and certify the results of the voting.

If I vote and then want to change or revoke my vote, may I?

If you are a shareholder of record and have (i) voted via the Internet, you may change your voteand revoke your proxy by submitting subsequent voting instructions via the Internet by the deadline forInternet voting; (ii) submitted a proxy card to the independent proxy, you may change or revoke yourvote by submitting a revocation letter and new proxy card directly to the independent proxy so that it isreceived by no later than 5:00 p.m., Central European Time (11:00 a.m., Eastern Standard Time) onMarch 1, 2016; or (iii) either voted via the Internet or submitted a proxy card to the independentproxy, you may appear in person at the meeting and give notice in person of the revocation of yourprior vote by the applicable method and vote in person by ballot.

Written revocations to the independent proxy should be directed to the following address: Dr. JvoGrundler, Ernst & Young Ltd., Maagplatz 1, P.O. Box, CH-8010, Zurich, Switzerland.

Your presence without voting at the meeting will not automatically revoke your proxy, and anyrevocation during the meeting will not affect votes previously taken at the meeting.

If your shares are held in a stock brokerage account or by a bank or other nominee on yourbehalf, follow the voting instructions provided to you with these materials to determine how you maychange your vote.

Can I sell my shares before the meeting if I have voted?

Yes. TE Connectivity does not block the transfer of shares before the meeting. However, unlessyou are a shareholder of record with voting rights at the close of business (Eastern Standard Time) onFebruary 11, 2016, your vote will not be counted.

Are shareholders permitted to ask questions at the meeting?

During the Annual General Meeting, shareholders may ask questions or make comments relatingto agenda items when permitted by the moderator.


Whom may I contact for assistance?

You should contact MacKenzie Partners, Inc., whom we have engaged as a proxy solicitor for theAnnual General Meeting. The contact information for MacKenzie Partners, Inc. is below:

MacKenzie Partners, Inc.(800) 322-2885 (US callers only)+1 (212) 929-5500Email: [email protected] (reference TE Connectivity in the subject line)


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the number of outstanding shares of TE Connectivity beneficiallyowned as of January 4, 2016 by each current director and nominee, each executive officer named in theSummary Compensation table and all of our executive officers, directors and nominees as a group. Theaddress of our executive officers, directors and nominees is c/o TE Connectivity, 1050 Westlakes Drive,Berwyn, Pennsylvania 19312.

Number ofShares

BeneficiallyBeneficial Owner Owned(1)

Directors and Executive Officers:Thomas J. Lynch(2)(3)(6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,234,549Terrence R. Curtin(2)(5)(6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 481,805Joseph B. Donahue(2)(6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100,700Robert W. Hau(2)(6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 165,232Steven T. Merkt(2)(6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 105,271Pierre R. Brondeau(3)(7) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34,277Carol A. (‘‘John’’) Davidson(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,600Juergen W. Gromer(3)(7) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 118,710William A. Jeffrey(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,986Yong Nam(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,986Daniel J. Phelan(3)(7) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32,430Paula A. Sneed(3)(7) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36,451David P. Steiner(4)(7) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31,490Mark C. Trudeau(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —John C. Van Scoter(3)(7) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31,767Laura H. Wright(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,209

All directors, nominees and executive officers as a group(25 persons)(6)(7) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,563,851

(1) The number shown reflects the number of shares owned beneficially as of January 4, 2016based on information furnished by the persons named, public filings and TE Connectivityrecords. Beneficial ownership is determined in accordance with SEC rules and generallyincludes voting or investment power with respect to securities. Except as otherwiseindicated in the notes below and subject to applicable community property laws, eachowner has sole voting and sole investment power with respect to all shares beneficiallyowned by such person. To the extent indicated in the notes below, shares beneficiallyowned by a person include shares of which the person has the right to acquire beneficialownership within 60 days after January 4, 2016. All current directors, nominees andexecutive officers as a group beneficially owned 1.4% of the outstanding shares as ofJanuary 4, 2016. No current director, nominee or executive officer appearing in the abovetable beneficially owned 1% or more of the outstanding shares as of January 4, 2016.

(2) The named person is named in the Summary Compensation table as an executive officer.(3) The named person is a director and nominee for director.(4) The named person is a director.(5) The named person is a nominee for director.(6) Includes shares issuable upon the exercise of stock options presently exercisable or

exercisable within 60 days after January 4, 2016 as follows: Mr. Lynch—2,825,512;Mr. Curtin—441,624; Mr. Donahue—51,875; Mr. Hau—119,149; Mr. Merkt—92,463; allexecutive officers as a group—4,468,496.


(7) Includes vested deferred stock units (DSUs) as follows: Dr. Brondeau—12,399;Dr. Gromer—41,233; Mr. Phelan—12,399; Ms. Sneed—15,220; Mr. Steiner—12,399;Mr. Van Scoter—6,640. Distribution of DSUs will occur upon the termination of theindividual’s service on the Board of Directors. Upon such termination, TE Connectivitywill issue the number of shares equal to the aggregate number of DSUs credited to theindividual, including DSUs received through the accrual of dividend equivalents.

The following table sets forth the information indicated for persons or groups known to us to bebeneficial owners of more than 5% of our outstanding shares beneficially owned as of January 4, 2016.

Number of PercentageName and Address of Beneficial Owner Shares of Class

Dodge & Cox(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38,427,408 10.3%555 California Street, 40th FloorSan Francisco, CA 94104

Harris Associates L.P.(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . 29,889,444 8.0%111 S. Wacker Drive, Suite 4600Chicago, IL 60606

The Vanguard Group(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,865,708 5.6%100 Vanguard Blvd.Malvern, PA 19355

(1) This information is based on a Schedule 13G/A filed with the SEC on February 13, 2015by Dodge & Cox, which reported sole voting power and sole dispositive power as follows:sole voting power—37,105,132 and sole dispositive power—38,427,408.

(2) This information is based on a Schedule 13G/A filed with the SEC on February 11, 2015by Harris Associates L.P. and its general partner, Harris Associates Inc., which reportedsole voting power and sole dispositive power as follows: sole voting power—28,275,611and sole dispositive power—28,275,611. As a result of advisory and other relationshipswith persons who own the shares, Harris Associates L.P. may be deemed to be thebeneficial owner of the shares.

(3) This information is based on a Schedule 13G filed with the SEC on February 11, 2015 byThe Vanguard Group, which reported sole voting power, sole dispositive power andshared dispositive power as follows: sole voting power—647,947, sole dispositive power—20,252,296, and shared dispositive power—613,412.


AGENDA ITEM NO. 1—ELECTION OF DIRECTORS

Motion Proposed by the Board of Directors

At the Annual General Meeting, upon the recommendation of the Nominating, Governance andCompliance Committee, the Board of Directors proposes twelve (12) nominees for individual electionas directors to hold office until the annual general meeting of shareholders in 2017. Nine nominees arecurrent directors of TE Connectivity Ltd. and three nominees, Messrs. Curtin, Davidson and Trudeau,are not current directors of TE Connectivity Ltd. The Nominating, Governance and ComplianceCommittee retained a third party search firm to assist it in identifying Messrs. Davidson and Trudeaufor Board membership. All nominees are listed below with brief biographies. David P. Steiner hasdecided not to stand for re-election.

Vote Requirement to Elect Directors

The approval of a majority of the votes cast at the meeting, whether in person or by proxy, isrequired for approval of the election of each of the twelve (12) nominees for director.

Recommendation

The Board of Directors recommends a vote ‘‘FOR’’ the election of each of the twelve (12)nominees for director.

NOMINEES FOR ELECTION

Qualifications of Nominees Recommended by the Board of Directors

The board as a whole is constituted to be strong in its collective knowledge of and diversity ofexperience in accounting and finance, management and leadership, vision and strategy, businessoperations, business judgment, crisis management, risk assessment, industry knowledge, corporategovernance and global markets. The Nominating, Governance and Compliance Committee designssearches for candidates to fill vacancies on the board and makes recommendations for directornominations to the board. When preparing to search for a new director, the committee takes intoaccount the experience, qualifications, skills and expertise of the board’s current members. Thecommittee seeks candidates who have a history of achievement and leadership and are experienced inareas relevant to the company’s business such as international trade, finance, technology, manufacturingprocesses and marketing. The committee also considers independence, as defined by applicable law,stock exchange listing standards and the categorical standards listed in the company’s BoardGovernance Principles, which are set forth in the ‘‘Board Organization and Independence of itsMembers’’ section of the Principles, and which can be found on the company’s website athttp://www.te.com/aboutus/boardofdirectors.asp.

The professional experience, qualifications, skills and expertise of each nominee is set forth below.The Board and the company believe that all nominees possess additional qualities, business knowledgeand personal attributes valuable to their service on the Board and that all have demonstratedcommitment to ethical and moral values and personal and professional integrity.

Pierre R. Brondeau, 58, joined our Board of Directors in June 2007, immediately following ourseparation from Tyco International Ltd. (‘‘Tyco International’’). Dr. Brondeau has been President, ChiefExecutive Officer and a Director of FMC Corporation, a global chemical company, since January 2010and has served as Chairman of its Board of Directors since October 2010. Prior to joining FMCCorporation, he was President and Chief Executive Officer of Dow Advanced Materials, amanufacturer of specialty materials and a wholly-owned subsidiary of the Dow Chemical Company,upon the April 2009 merger of Rohm & Haas Company and Dow Chemical Company, until September2009. From 2008 to 2009, Dr. Brondeau served as President and Chief Operating Officer of Rohm &


Haas Company and from 2006 to 2008, as Executive Vice President of electronics materials andspecialty materials of Rohm & Haas Company. He also has served as Vice-President, Business GroupExecutive, Electronic Materials, President and Chief Executive Officer, Rohm & Haas ElectronicMaterials LLC, and Regional Director, Europe, from 2003 to 2006, and previously as Vice-President,Business Group Director, Electronic Materials, President and Chief Executive Officer, ShipleyCompany, LLC, from 1999 to 2003. Dr. Brondeau received a master’s degree from Universite deMontpellier and a Doctorate from Institut National des Sciences appliquees de Toulouse. Dr. Brondeauis a Director of Marathon Oil Corporation.

Dr. Brondeau has over 21 years of executive leadership experience, including 16 years of seniorexecutive experience, at large multi-national public companies engaged in the specialty materials andchemicals industries. He has over 26 years of international business experience in the United States andEurope, and significant expertise in finance and mergers and acquisitions, as well as other areas ofbusiness.

Terrence R. Curtin, 47, is a nominee for director. Mr. Curtin has been President of TEConnectivity since March 2015 and immediately prior to that served as Executive Vice President andPresident, Industrial Solutions since August 2012. Previously he served as Executive Vice President andChief Financial Officer from October 2006 through July 2012. Mr. Curtin served on the TEConnectivity Board prior to the separation and was Vice President and Corporate Controller at TycoElectronics since 2001. Prior to joining TE Connectivity, Mr. Curtin worked for Arthur Andersen LLP.Mr. Curtin has a Bachelor’s degree in Accounting from Albright College.

Mr. Curtin has extensive knowledge of our company and executive leadership experience havingserved as an employee of ours since 2001 and having served in executive leadership positions at TEConnectivity since 2006. In his role as President, Mr. Curtin is responsible for all of TE’s connectivityand sensor businesses and mergers and acquisitions activities. In his prior role as President, IndustrialSolutions, Mr. Curtin was responsible for the operations and strategic direction of TE’s Industrial,Energy, and Aerospace, Defense, Oil and Gas businesses. As TE’s Executive Vice President and ChiefFinancial Officer, Mr. Curtin was responsible for developing and implementing the financial strategyfor TE and for creating the financial infrastructure necessary to drive the company’s financial direction,vision and compliance initiatives. Before joining TE, Mr. Curtin was employed by ArthurAndersen LLP where he served in the audit and accounting advisory services group with a focus onlarge multinational public companies. Mr. Curtin is also a Certified Public Accountant. Mr. Curtin’sextensive background and knowledge of TE and his background in finance and accounting make himwell suited to serve on the Board of Directors.

Carol A. (‘‘John’’) Davidson, 60, is a nominee for director. From January 2004 to September 2012,Mr. Davidson served as the Senior Vice President, Controller and Chief Accounting Officer of TycoInternational Ltd., a provider of diversified industrial products and services. Between 1997 and 2004,Mr. Davidson held a variety of leadership roles at Dell Inc., a computer and technology servicescompany, including the positions of Vice President, Audit, Risk and Compliance, and Vice President,Corporate Controller. From 1981 to 1997, Mr. Davidson held a variety of accounting and financialleadership roles at Eastman Kodak Company, a provider of imaging technology products and services.He holds a Bachelor of Science in Accounting from St. John Fisher College and a MBA in Financefrom the University of Rochester. Mr. Davidson is a director of DaVita HealthCare Partners Inc., LeggMason, Inc. and Pentair plc.

Mr. Davidson is a Certified Public Accountant with more than 30 years of leadership experienceacross multiple industries and brings a strong track record of building and leading global teams andimplementing governance and controls processes. In addition, he is a member of the Board of Trusteesof the Financial Accounting Foundation which oversees financial accounting and reporting standardssetting processes for the United States. He also serves on the Board of Governors of the Financial


Industry Regulatory Authority (FINRA). Mr. Davidson’s significant experience with complex accountingand financial issues combined with his knowledge of public reporting requirements and processes bringaccounting and financial management insight to the Board. Mr. Davidson meets the SEC definition ofaudit committee financial expert and brings five years of public company directorship experience to theBoard.

Juergen W. Gromer, 70, joined our Board of Directors in June 2007, immediately following ourseparation from Tyco International. Dr. Gromer was President of Tyco Electronics from April 1999until he retired from that position on December 31, 2007. From September 2006 until our separationfrom Tyco International, he also held the position of President of the Electronic Components Businesssegment of Tyco International. Dr. Gromer held a number of senior executive positions over the priorten years with AMP Incorporated, which was acquired by Tyco International in 1999. Dr. Gromerreceived his undergraduate degree and doctorate in physics from the University of Stuttgart.Dr. Gromer is a Director of WABCO Holdings Inc. and Marvell Technology Group Ltd. He also isChairman of the Board of the Society for Economic Development of the District Bergstrasse/Hessen, amember of the Advisory Board of Commerzbank, and a Director of the Board of the AmericanChamber of Commerce Germany.

Dr. Gromer retired as President of Tyco Electronics with over 25 years of achievement andexecutive management experience with the company and its predecessor AMP and provides valuablehistorical perspective to the Board. Dr. Gromer holds a Ph.D. in physics which, combined with past andcurrent directorships with publicly-held technology companies in Europe and the United States, makeshim a valuable contributor to the technology vision of the company. He also has financial, governanceand global leadership expertise gained from his service as a member, executive or chairman of theboards of several European financial, utility and economic organizations.

The Honorable Dr. William A. Jeffrey, 55, joined our Board of Directors in March 2012. SinceSeptember 2014, Dr. Jeffrey has been President and Chief Executive Officer of SRI International, aresearch and development organization serving government and industry. From September 2008through August 2014, Dr. Jeffrey was Chief Executive Officer and President of HRLLaboratories, LLC, an automotive, aerospace and defense research and development laboratory. From2007 through 2008, he was the Director of the Science and Technology Division of the Institute forDefense Analyses and prior to that he was Director of the National Institute of Standards andTechnology from 2005. From 2002 to 2005, Dr. Jeffrey served in the White House as Senior Director ofHomeland and National Security and Assistant Director of Space and Aeronautics in the ExecutiveOffice of the President, Office of Science and Technology Policy. He began his career at the Institutefor Defense Analyses in 1988. Dr. Jeffrey holds a Ph.D. and master’s degree in Astronomy fromHarvard University and a bachelor of science degree in physics from Massachusetts Institute ofTechnology.

Dr. Jeffrey brings exceptional technical and scientific expertise and leadership experience to theBoard as CEO of a private technology research organization with broad technical experience relevantto TE’s major markets as well as in innovation strategies, particularly as related to research anddevelopment. He has almost 20 years of government executive experience and experience in U.S. publicpolicy.

Thomas J. Lynch, 61, was appointed Chairman of our Board of Directors on January 7, 2013, andhas served on our Board of Directors since early 2007 and as Chief Executive Officer of TEConnectivity since January 2006. Previously, he was President of Tyco Engineered Products and Servicessince joining Tyco International in September 2004. Prior to joining Tyco International, Mr. Lynch wasat Motorola where he was Executive Vice President and President and Chief Executive Officer,Personal Communications Sector from August 2002 to September 2004; Executive Vice President andPresident, Integrated Electronic Systems Sector from January 2001 to August 2002; Senior Vice


President and General Manager, Satellite & Broadcast Network Systems, Broadband CommunicationsSector from February 2000 to January 2001; and Senior Vice President and General Manager,Satellite & Broadcast Network Systems, General Instrument Corporation from May 1998 to February2000. Mr. Lynch holds a bachelor of science degree in commerce from Rider University. Mr. Lynch is aDirector of Thermo Fisher Scientific Inc., Cummins Inc. and The Franklin Institute, Philadelphia, PA.

Mr. Lynch has extensive executive leadership experience in the electronics industry, having servedas our chief executive officer for the past eight years and, before that, as lead executive of businessunits at the company’s former parent. He has gained international expertise through management ofthe company’s world-wide presence and as a former member of the U.S.-China Business Council.Mr. Lynch also serves as a member of the President’s National Security Telecommunications AdvisoryCommittee. Mr. Lynch’s education in accounting and commerce and experience on the audit,compensation and nominating committees of the board of another large corporation provide him withvaluable perspective for service on our Board.

Yong Nam, 67, joined our Board of Directors in March 2012. Since April 2013, Mr. Nam hasserved as an advisor to the chief executive officer of Daelim Industrial Co. Ltd., the engineering,construction and petrochemical operations affiliate of Daelim Group, a Korean company. From April2011 until March 2015, he served as an advisor to LG Electronics, Inc., a global provider of consumerelectronics, mobile communications and home appliances. From 2007 through March 2011, Mr. Namserved as Vice Chairman and Chief Executive Officer of LG Electronics. He previously served asPresident of LG Corp., the global conglomerate of the LG group of companies, from 2006 to 2007, andas Chief Executive Officer of LG Telecom from 1998 until 2006. Mr. Nam’s 35 year career with LGbegan in 1976. Mr. Nam received a bachelor’s degree in economics from Seoul National University.Mr. Nam is a Director of ADT Korea, a commercial and residential security services provider sinceJune 2014 and previously served as a director of GS Retail, a South Korean retailer, until May 2014and Pohang Iron and Steel Company (POSCO) until March 2013.

Mr. Nam has over 36 years of international business experience in the United States and Asia witha global conglomerate where his responsibilities and focus have included strategy, marketing,information technology and operations. Mr. Nam’s experience in the corporate office,telecommunications and electronics industries includes 23 years of executive leadership, of which hespent 12 years in CEO positions and four years as vice chairman. Mr. Nam’s global business perspectivemakes him a valuable contributor to the vision of the company.

Daniel J. Phelan, 66, joined our Board of Directors in June 2007, immediately following ourseparation from Tyco International. Mr. Phelan was Chief of Staff of GlaxoSmithKline, a manufacturerof pharmaceuticals, vaccines and consumer health-related products, from 2008 until his retirement inDecember 2012, following which he consulted for GlaxoSmithKline until the end of 2013. He wasSenior Vice President of Human Resources of GlaxoSmithKline from 1994 to 2008. As Chief of Staff,Mr. Phelan was responsible for information technology, human resources, corporate strategy anddevelopment, worldwide real estate and facilities, environmental health and safety, and global security.Mr. Phelan received bachelor’s and law degrees from Rutgers University and a master’s degree fromOhio State University. Mr. Phelan is a Director of Indivior PLC and is chairman of its RemunerationCommittee.

Mr. Phelan brings a range of valuable expertise to the Board. He was chief of staff of a largeglobal health products and pharmaceuticals manufacturer and served for over 18 years in executivepositions where his responsibilities have included information technology, human resource management,strategy, real estate, environmental concerns and global security. In addition, he holds a law degree andhas experience advising chief executives, as well as experience in labor law and labor relations andemployment law and practice, executive compensation, mergers, acquisitions and divestitures, succession


planning, leadership development and education, international business and pension and benefits designand management.

Paula A. Sneed, 68, joined our Board of Directors in June 2007, immediately following ourseparation from Tyco International. Ms. Sneed is Chair and Chief Executive Officer of Phelps PrescottGroup, LLC, a strategy and management consulting firm, since 2008. Previously, she was ExecutiveVice President of Global Marketing Resources and Initiatives for Kraft Foods, Inc., a worldwideproducer of branded food and beverage products, until her retirement in December 2006. She served asGroup Vice President and President of Electronic-Commerce and Marketing Services for Kraft FoodsNorth America, part of Kraft Foods, Inc., from 2000 until 2004, and Senior Vice President, GlobalMarketing Resources and Initiatives from December 2004 to July 2005. She joined General FoodsCorporation (which later merged with Kraft Foods) in 1977 and held a variety of general managementpositions. Ms. Sneed received a bachelor’s degree from Simmons College and an MBA from HarvardGraduate School of Business. Ms. Sneed is a Director of Airgas Inc. and Charles Schwab Corporation.

Ms. Sneed brings proven leadership in strategy development as CEO of a strategy andmanagement consulting firm for eight years, and previously as the executive vice president managing aglobal marketing function and several business divisions of a large public company for over 14 years.For over 25 years, in a global organization, she demonstrated expertise in all aspects of marketing andgeneral management. She has over 38 years of experience in corporate and non-profit leadership roles.Ms. Sneed also has over 21 years of corporate director experience including service on audit,compensation and nominating and governance committees, bringing valuable insight to our Board, andhas a master’s degree in business administration.

Mark C. Trudeau, 54, is a nominee for director. Since June 2013, Mr. Trudeau has been President,Chief Executive Officer and a director of Mallinckrodt plc, a global specialty biopharmaceutical andimaging business that develops, manufactures, markets and distributes specialty pharmaceutical productsand imaging agents. Prior to that, Mr. Trudeau served as Senior Vice President and President of thePharmaceuticals business of Covidien plc beginning in February 2012. He joined Covidien from BayerHealthCare Pharmaceuticals LLC USA, the U.S. healthcare business of Bayer AG, where he served asChief Executive Officer. He simultaneously served as President of Bayer HealthCare Pharmaceuticals,the U.S. organization of Bayer’s global pharmaceuticals business. In addition, he served as InterimPresident of the global specialty medicine business unit from January to August 2010. Prior to joiningBayer in 2009, Mr. Trudeau headed the Immunoscience Division at Bristol-Myers Squibb. During his10-plus years at Bristol-Myers Squibb, he served in multiple senior roles, including President of theAsia/Pacific region, President and General Manager of Canada and General Manager/ManagingDirector in the United Kingdom. Mr. Trudeau was also with Abbott Laboratories, serving in a varietyof executive positions, from 1988 to 1998. Mr. Trudeau holds a Bachelor’s degree in ChemicalEngineering and a MBA, both from the University of Michigan.

Mr. Trudeau will bring experience as a public company executive officer and director, along with aproven record of executive leadership and strong global business expertise including in the areas ofstrategy, operations and management, as well as other areas of business. Mr. Trudeau has over 25 yearsof leadership positions at global companies which makes him well suited to provide valuable insight toour board.

John C. Van Scoter, 54, joined our Board of Directors in December 2008. Since February 2010,Mr. Van Scoter has been Chief Executive Officer and President of eSolar, Inc., a producer of modular,scalable concentrating solar thermal power technology. He also is a Director of eSolar, Inc. From 2005through 2009, he was Senior Vice President of Texas Instruments Incorporated, a global semiconductorcompany. During his 25 year career at Texas Instruments, he also held positions as General Manager ofthe Digital Light Processing (DLP�) Products Division and various Digital Signal Processor businessunits, manager of application specific integrated circuit (ASIC) product development and engineering,


product engineer and technical sales engineer. Mr. Van Scoter holds a bachelor of science degree inmechanical engineering from the University of Vermont.

Mr. Van Scoter brings significant technology and leadership experience to the Board as CEO of aprivate energy technology producer. His training in mechanical engineering and experience as a productengineer, and over 25 years of experience in the semi-conductor market, give him a unique backgroundto assist the company in technology matters. Mr. Van Scoter also has experience in managing researchand development, operations and manufacturing, as well as consumer channel marketing which provideuseful insights to the company. His over 26 years of management and executive positions with a largepublic technology company and his close ties with sustainability issues and related best practices alsoare valuable to the Board.

Laura H. Wright, 55, joined our Board of Directors in March 2014. Since her retirement in 2012as Chief Financial Officer of Southwest Airlines, a provider of air transportation in the United States,she founded GSB Advisors, to provide strategic and financial consulting to growth and non-profitcompanies. During her 25 year career at Southwest, she served in a variety of financial roles includingChief Financial Officer, Senior Vice President Finance, Treasurer and Assistant Treasurer. She beganher career at Arthur Young & Co. in 1982 as a member of their tax staff, following which she became aTax Manager from 1986 through 1988. Ms. Wright holds bachelor and master of science degrees inaccounting from the University of North Texas. She is a Trustee of Pebblebrook Hotel Trust, a publiclytraded hotel and real estate investment trust, since 2009, and serves on the Board of CMS Energy, apublicly traded company and its subsidiary Consumers Energy, since February 2013.

Ms. Wright brings 25 years of large public company leadership experience, including nine as ChiefFinancial Officer and six as Treasurer. As a former Chief Financial Officer and Treasurer, she bringsfinance experience, including corporate financial reporting, risk management, capital markets, investorrelations, tax, strategy, and mergers and acquisitions to the Board. She also brings six years of publiccompany directorship experience to the Board and meets the SEC definition of an audit committeefinancial expert. In accordance with the rules of the NYSE, the Board of Directors has determined thatMs. Wright’s simultaneous service on the audit committees of Pebblebrook Hotel Trust, CMS Energyand Consumers Energy (a publicly traded subsidiary of CMS Energy) does not impair her ability toeffectively serve also on our Audit Committee.

The Board of Directors has concluded that the experience, qualifications, skills and expertisedescribed above qualify the nominees to serve as Directors of the company.

Board Diversity

The Nominating, Governance and Compliance Committee regularly reviews the composition of theBoard in light of the company’s businesses, strategic plan, structure and the current global business andeconomic environment. The Board demands the highest standards of individual and corporate integrityand is dedicated to diversity, fair treatment, mutual respect and trust. Although the Board does nothave a specific board diversity policy, it is constituted of individuals possessing diverse businessexperience, education, vision, and industry and global market knowledge.

Shareholder Recommendations

The Nominating, Governance and Compliance Committee will consider all shareholderrecommendations for candidates for the Board, which should be sent to the Nominating, Governanceand Compliance Committee, c/o Harold G. Barksdale, Secretary, TE Connectivity, Rheinstrasse 20,CH-8200 Schaffhausen, Switzerland. In addition to considering candidates suggested by shareholders,the committee considers candidates recommended by current directors, company officers, employeesand others. The committee screens all candidates in the same manner regardless of the source of therecommendation. The committee’s review is typically based on any written materials provided withrespect to the candidate. The committee determines whether the candidate meets the company’sgeneral qualifications and specific qualities and skills for directors (see above) and whether requestingadditional information or an interview is appropriate.


CORPORATE GOVERNANCE

Governance Principles

The company’s Board Governance Principles, which include guidelines for determining directorindependence and qualifications for directors, can be found on the company’s website athttp://www.te.com/aboutus/boardofdirectors.asp. Corporate governance developments are regularlyreviewed by the Board in order to appropriately modify the Board Governance Principles, committeecharters and policies.

Board Leadership Structure

To conduct its business the Board maintains three standing committees: Audit, ManagementDevelopment and Compensation and Nominating, Governance and Compliance which are composedentirely of independent directors. The Nominating, Governance and Compliance Committeerecommends to shareholders, for election, the Chairman of the Board of Directors, and the directorsassigned to the Management Development and Compensation Committee.

Assignment to, and the chair of, the Audit Committee, and the chair of the ManagementDevelopment and Compensation Committee, are recommended by the Nominating, Governance andCompliance Committee for selection by the Board. The independent directors as a group elect themembers and the chair of the Nominating, Governance and Compliance Committee.

The Nominating, Governance and Compliance Committee reviews the Board’s organizationannually and recommends appropriate changes to the Board. The Board determines the appropriateleadership structure for the company, subject to shareholder approval of the Chairman of the Board.

Annually, the Nominating, Governance and Compliance Committee coordinates an evaluation andassessment of the Board’s performance and procedures, including its organization, governance structureand effectiveness. As part of the Board leadership and succession planning completed for fiscal year2012, the Board of Directors elected Thomas Lynch as Chairman of the Board and also created andelected a Lead Independent Director on January 7, 2013. In December 2014, our Board resolved toelect Pierre Brondeau to serve as our Lead Independent Director immediately following our annualgeneral meeting of shareholders on March 3, 2015.

In electing Mr. Lynch, the Board determined his deep knowledge of the company’s day-to-dayoperations, strategy and risk management practices, appreciation of the principal challenges andopportunities facing the company and ability to provide unified leadership to execute the company’sbusiness plan, best positioned him to serve as Chairman. In resolving to elect Dr. Brondeau as LeadIndependent Director, the Board determined his depth of experience in industrial companies, globalleadership abilities, tenure on the Board and grasp of the principal challenges and opportunities facingthe company would facilitate the board’s continued consideration and deliberation of matters mostcritical to the company, while maintaining the company’s strong commitment to independentgovernance.

In order to provide an effective counterbalancing governance structure, the Board has appointed aLead Independent Director, whose duties include:

• with Chairman and CEO, director and management input, establishing and approving theagenda for Board meetings and ensuring sufficient time for discussion of agenda items;

• chairing an executive session of the independent directors at each formal Board meeting;

• calling and chairing additional meetings of the independent directors where and whenappropriate;

• responding to shareholder inquiries if required;


• serving as a liaison between the Chairman and CEO and independent directors and facilitatingcommunication among directors and between the Board and the Chairman and CEO;

• working with the Chairman and CEO to approve information sent to the Board; and

• fulfilling other responsibilities as determined by the Board.

In fiscal year 2015, as part of the Board of Director’s succession planning, Terrence Curtin wasappointed President of the company. In fiscal 2016, in furtherance of the Board of Directors successionplanning, the Board nominated Mr. Curtin to stand for election to the Board of Directors at thecompany’s 2016 annual general meeting of shareholders.

The Board is normally constituted of between ten and thirteen directors and is comprised of asubstantial majority of independent directors. All directors are annually elected by a majority of sharevotes cast at the annual general meeting of shareholders.

Board Oversight of Risk Management

The Board of Directors is responsible for appraising the company’s major risks and overseeing thatappropriate risk management and control procedures are in place. The Board must understand therisks facing the company as a function of its strategy, provide oversight of the processes put in place toidentify and manage risk and manage those risks (for example, in relation to executive compensationand succession) that only the Board is positioned to manage. The Board is responsible for determiningthat senior executives take the appropriate steps to manage all major risks. Management has day-to-dayresponsibility for assessing and managing the company’s particular exposures to risk.

The Audit Committee of the Board meets to review and discuss, as determined to be appropriate,with management, the internal auditor and the independent registered public accounting firm thecompany’s major financial and accounting risk exposures and related policies and practices to assessand control such exposures, and assist the Board in fulfilling its oversight responsibilities regarding thecompany’s policies and guidelines with respect to risk assessment and risk management. The company’srisk assessment process was in place for the fiscal year ended September 25, 2015 and followed by theBoard of Directors.

The Management Development and Compensation Committee reviews the company’s risks relatedto chief executive officer succession and succession plans for senior executives, overall compensationstructure, incentive compensation plans and equity-based plans, policies and programs, severanceprograms, change-of-control agreements and benefit programs. The committee meets, as appropriate,with the internal and/or external auditors to discuss management and employee compliance with thecompensation, incentive, severance and other benefit programs and policies under the committee’sjurisdiction.

The Nominating, Governance and Compliance Committee reviews the company’s policies and risksrelated to related person transactions required to be disclosed pursuant to U.S. securities rules, theeffectiveness of the company’s environmental, health and safety management program, the company’senterprise-wide risk assessment processes and the company’s compliance programs.

The Board’s role in risk oversight of the company is consistent with the company’s leadershipstructure, with the CEO and other members of senior management having responsibility for assessingand managing the company’s risk exposure, and the Board and its committees providing oversight inconnection with those efforts.

Director Independence

The Board has determined that ten of the twelve director nominees are independent. For adirector to be considered independent, the Board must make an affirmative determination that a


director meets the stringent guidelines for independence set by the Board. These guidelines either meetor exceed the NYSE listing standards’ independence requirements. The guidelines include adetermination that the director has no current or prior material relationships with TE Connectivity(either directly or as a partner, shareholder or officer of an organization that has a relationship withthe company), aside from his or her directorship, that could affect his or her judgment.

The independence guidelines also include the determination that certain limits to annual sales toor purchases from entities for which a director serves as an executive officer, and limits on directcompensation from the company for directors and certain family members (other than fees paid forboard or committee service), are not exceeded and other restrictions.

Based on the review and recommendation by the Nominating, Governance and ComplianceCommittee, the Board analyzed the independence of each director nominee and determined that thefollowing director nominees meet the standards of independence under our director independenceguidelines and applicable NYSE listing standards, and that each of them is free of any relationship thatwould interfere with his or her individual exercise of independent judgment: Pierre R. Brondeau,Carol A. (‘‘John’’) Davidson, Juergen W. Gromer, William A. Jeffrey, Yong Nam, Daniel J. Phelan,Paula A. Sneed, Mark C. Trudeau, John C. Van Scoter and Laura H. Wright. In reaching thisdetermination for Mr. Nam, the Board considered the fact that until March 2015, Mr. Nam was anadvisor to, and until March 2011 was CEO and Chairman of, LG Electronics, a Korean company withwhich TE Connectivity made purchases totaling approximately $5.4 million and sales totalingapproximately $31.4 million in fiscal year 2015. Such transactions were a result of arms-lengthcommercial dealings between the companies, which were not material individually or in the aggregate.The Board also reached this independence determination for David P. Steiner, who is not standing forre-election. The Board also previously reached this independence determination for Frederic M. Poses,who was not nominated for re-election at our 2015 annual general meeting of shareholders because hereached the Board’s retirement age, and Lawrence S. Smith, who passed away in April 2015 whileserving on our Board of Directors.

Guide to Ethical Conduct

All directors, officers and employees of TE Connectivity are required to review and affirm thatthey understand and are in compliance with the policies and principles contained in TE Connectivity’scode of ethical conduct set forth in the company’s manual, ‘‘Connecting with our Values: TEConnectivity Guide to Ethical Conduct.’’ The guide is published in the TE Corporate Responsibilitysection of TE Connectivity’s website under ‘‘Governance—Compliance’’ at http://www.te.com/usa-en/about-te/corporate-responsibility/governance/ombudsman/ethical-conduct.html.

Directors are required to promptly inform the chair of the Nominating, Governance andCompliance Committee of actual or potential conflicts of interest.

TE Connectivity has an Office of the Ombudsman established by our Audit Committee whichensures a direct, confidential and impartial avenue to raise any concern or issue with compliance orethics, including concerns about the company’s accounting, internal accounting controls or auditingmatters, with the Board. The office is designed to field compliance concerns from externalconstituencies—investors, suppliers and customers—as well as TE Connectivity employees.

Reporting directly to the Audit Committee of the Board of Directors, the Ombudsman’s office isindependent of functional management. It seeks the fair, timely and impartial resolution of allcompliance and ethics issues. Employees have a number of vehicles to raise issues within TEConnectivity, including a confidential, toll-free phone number and a confidential submission system viathe Internet. Concerns also may be sent directly to the Board by mail or by email.


All concerns are received and promptly reviewed by the Ombudsman and are responded to asquickly as possible. All accounting, audit or control concerns are sent to, and will be addressed by, theBoard’s Audit Committee.

Communicating Concerns to Directors

Any shareholder or interested party who wishes to contact members of the TE Connectivity Boardof Directors, including the chairman or the non-management directors as a group, may do so bymailing written communications to:

TE Connectivity Board of DirectorsAttn: Ombudsman1050 Westlakes DriveBerwyn, PA 19312USA

Inquiries and concerns also can be submitted anonymously and confidentially through theOmbudsman to the TE Connectivity Board of Directors by email to [email protected] or through theInternet at http://www.te.com/usa-en/about-te/corporate-responsibility/governance/ombudsman.html.

Voting Standards for the Election of Directors

Directors are elected by an affirmative vote of a majority of the votes cast, in person or by proxy,at a general meeting of shareholders and serve until the next annual general meeting of shareholders.Any nominee for director who does not receive a majority of the share votes cast at the meeting is notelected to the Board.

Voting Standards for Amendments to the Articles of Association

The articles of association may be amended, in whole or in part, by the Board, subject to approvalby the affirmative vote of the holders of record:

• in the case of article 1 (with respect to domicile), article 2 (purpose), article 4 (with respect tothe creation of preferred shares and an increase in capital out of equity, against contributions inkind, or for the purpose of acquisition of assets, or the granting of special privileges), article 5(with respect to an increase in authorized share capital and the limitation or withdrawal ofpreemptive rights) and article 6 (with respect to an increase in conditional share capital and thelimitation or withdrawal of advance subscription rights), of at least two-thirds of the votesrepresented and the absolute majority of the par value of the votes represented, in person or byproxy, at a general meeting of shareholders;

• in the case of article 17, paragraph 5 (no shareholder action by written consent), article 18,paragraphs 3 and 4 and article 34 (provisions relating to ‘‘freeze-out’’ of business combinationswith ‘‘interested shareholders’’ (as defined in the articles of association)), and article 18,paragraph 6 (80% vote requirement for certain article amendments), of 80% of the total votesof shares outstanding and entitled to vote on the relevant record date with respect thereto; and

• in the case of all other articles, of a majority of the votes cast, in person or by proxy, at ageneral meeting of shareholders (a ‘‘majority’’ means more yes votes than no votes).


THE BOARD OF DIRECTORS AND BOARD COMMITTEES

Board of Directors

The Board of Directors currently consists of ten directors, nine of whom are nominees for election.David P. Steiner has decided not to stand for re-election. The Board held ten (10) meetings in fiscalyear 2015. Six of our ten incumbent directors attended 100% and the remaining directors attended atleast 94% of the total number of meetings of the Board and committees on which they served in fiscalyear 2015. It is the policy of the Board that directors are expected to attend the annual generalmeeting of shareholders. Ten of the twelve directors then serving attended the 2015 annual generalmeeting of shareholders.

An annual performance evaluation is conducted by the Board and each of its committees todetermine whether they are functioning effectively.

Board Committees

The Board has adopted written charters for each of its three standing committees: the AuditCommittee, the Management Development and Compensation Committee and the Nominating,Governance and Compliance Committee. The charters can be found on the company’s website athttp://www.te.com/aboutus/boardofdirectors.asp. Each Board committee reports to the Board on theiractivities at each regular Board meeting.

The Board has determined that all members of the Audit, Management Development andCompensation and Nominating, Governance and Compliance Committees are independent and satisfythe relevant SEC, NYSE and TE Connectivity additional independence requirements for the membersof such committees.

Board and Committee Advisors

Consistent with their respective charters, the Board and its committees may retain their ownadvisors as they determine necessary to carry out their responsibilities.

Audit Committee

The members of the Audit Committee are directors Laura Wright, who chairs the committee,Juergen Gromer and David Steiner who joined the committee May 1, 2015. Lawrence Smith served onthe committee until his death in April 2015. Pierre Brondeau was a member of the committee throughMarch 3, 2015, prior to joining the Nominating, Governance and Compliance Committee. The Boardhas determined that each of Ms. Wright and Mr. Steiner is an ‘‘audit committee financial expert,’’ asdefined under SEC rules. Mr. Smith and Dr. Brondeau were each previously found by the Board to bean ‘‘audit committee financial expert.’’ The Audit Committee primarily is concerned with the qualityand integrity of the company’s annual and quarterly financial statements, including its financial andaccounting principles, policies and practices, and its internal control over financial reporting; thequalifications, independence and performance of the company’s independent registered publicaccounting firm and lead audit partner and the company’s Swiss registered auditor; review andoversight of the company’s internal audit function; compliance with legal and regulatory requirements;review of financial and accounting risk exposure; assisting the Board in fulfilling its oversightresponsibilities regarding the company’s policies and guidelines with respect to risk assessment and riskmanagement; and procedures for handling complaints regarding accounting or auditing matters. Thecommittee also oversees the company Ombudsman and the company’s Guide to Ethical Conduct. TheAudit Committee met nine times in fiscal year 2015. The committee’s report appears on pages 74–75.


Management Development and Compensation Committee

The members of the Management Development and Compensation Committee are directorsDaniel Phelan, who chairs the committee, Paula Sneed and John Van Scoter. David Steiner served onthe committee through May 1, 2015, when he moved to the Audit Committee. This committee isresponsible to ensure succession of senior leadership; review plans for the development of theorganization; review and approve compensation, benefits and human resources policies and objectivesand whether the company’s officers, directors and employees are compensated in accordance with thesepolicies and objectives; review and approve compensation of the company’s executive officers otherthan the Chief Executive Officer and recommend the Chief Executive Officer’s compensation forapproval by the independent members of the Board; and review and approve management incentivecompensation policies and programs and equity compensation programs for employees. This committeemet nine times in fiscal year 2015. The committee’s report appears on page 57. Additional informationon the committee’s processes and procedures for consideration of executive compensation areaddressed in ‘‘Compensation Discussion and Analysis’’ which follows.

Nominating, Governance and Compliance Committee

The members of the Nominating, Governance and Compliance Committee are directors PierreBrondeau, who chairs the committee, William Jeffrey and Yong Nam. Frederic Poses chaired thecommittee until his retirement from the Board on March 3, 2015. John Van Scoter was a member ofthe committee through March 3, 2015, prior to joining the Management Development andCompensation Committee. This committee’s responsibilities include the selection of director nomineesfor the Board and the development and review of our Board Governance Principles. The committeeannually reviews director compensation and benefits in conjunction with the Management Developmentand Compensation Committee; oversees the annual self-evaluations of the Board and its committees, aswell as director performance; and makes recommendations to the Board concerning the structure andmembership of the Board committees. The committee also oversees our environmental, health andsafety management system and compliance programs. This committee held five meetings in fiscal year2015.

Meetings of Non-Management Directors

The non-management directors met without any management directors or employees present fourtimes in fiscal year 2015. Dr. Brondeau, as the Lead Independent Director, presided at these meetingsfrom March through September 2015. Mr. Poses chaired executive sessions of the independent directorsfrom March 2014 through February 2015.

Non-Management Directors’ Compensation in Fiscal 2015

Non-management directors’ compensation is established collaboratively by the Nominating,Governance and Compliance and the Management Development and Compensation Committees.Compensation of non-management directors in fiscal year 2015 is described under ‘‘Compensation ofNon-Employee Directors.’’

Non-Management Directors’ Stock Ownership

To help align Board and shareholder interests, directors are encouraged to own, at a minimum, TEConnectivity stock or stock units equal to four times the annual cash retainer (a total of $360,000,based on the $90,000 annual cash retainer as of September 27, 2014) within three years of joining theBoard. Once a director satisfies the minimum stock ownership recommendation, the director willremain qualified, regardless of market fluctuations, under the guidelines unless the director sells sharesof stock that were considered in determining that the ownership amount was met. Commencing in


fiscal year 2010, each non-employee director received TE Connectivity common shares as the equitycomponent of their compensation, with the exception of Dr. Gromer, who continued to receivedeferred stock units. The deferred stock units awarded to non-employee directors cannot be transferreduntil the director leaves the Board. As of fiscal 2015 year-end, all of the directors met, or in the case ofMs. Wright are on track to meeting, their stock ownership requirements.


AGENDA ITEM NO. 2—ELECTION OF THE CHAIRMANOF THE BOARD OF DIRECTORS


At the Annual General Meeting, upon the recommendation of the Nominating, Governance andCompliance Committee, the Board of Directors proposes Thomas J. Lynch for election as Chairman ofthe Board to hold office until the annual general meeting of shareholders in 2017.

Explanation

Swiss regulations provide that shareholders must elect the chair of the company’s Board ofDirectors. Mr. Lynch is the current Chairman of TE Connectivity Ltd. His biography appears above, aswell as an explanation as to why the Board of Directors considers Mr. Lynch to be the mostappropriate person to serve as Chairman.

In the event of a negative vote on this agenda item by shareholders, the Board of Directors willcall an extraordinary general meeting of shareholders for re-consideration of this agenda item byshareholders.

Vote Requirement to Elect Chairman

The approval of a majority of the votes cast at the meeting, whether in person or by proxy, isrequired for approval of the election of the Chairman of the Board of Directors.

Recommendation

The Board of Directors recommends a vote ‘‘FOR’’ the election of Thomas J. Lynch as Chairmanof the Board of Directors.


AGENDA ITEM NO. 3—ELECTION OF THE MEMBERS OF THEMANAGEMENT DEVELOPMENT AND COMPENSATION COMMITTEE


At the Annual General Meeting, upon the recommendation of the Nominating, Governance andCompliance Committee, the Board of Directors proposes the election of each of Daniel J. Phelan,Paula A. Sneed and John C. Van Scoter individually as members of the Management Development andCompensation Committee to hold office until the annual general meeting of shareholders in 2017.

Explanation

Swiss regulations provide that shareholders must individually elect the members of theManagement Development and Compensation Committee of the company’s Board of Directors. Allnominees are current directors of TE Connectivity Ltd. Mr. Phelan, Ms. Sneed and Mr. Van Scotercurrently serve on the committee. The brief biographies of all nominees are listed above.


Vote Requirement to Elect Committee Members

The approval of a majority of the votes cast at the meeting, whether in person or by proxy, isrequired for approval of the individual election of each of the members of the ManagementDevelopment and Compensation Committee.

Recommendation

The Board of Directors recommends a vote ‘‘FOR’’ the election of each of Daniel J. Phelan,Paula A. Sneed and John C. Van Scoter to the Management Development and CompensationCommittee.


EXECUTIVE OFFICERS

The following table presents information with respect to our executive officers as of January 4,2016.

Name Age Position(s)

Thomas J. Lynch . . . . . . . . . . . . . . . . . . . . . . 61 Chief Executive Officer and Chairman of theBoard

Mario Calastri . . . . . . . . . . . . . . . . . . . . . . . . 58 Senior Vice President and Treasurer

Terrence R. Curtin . . . . . . . . . . . . . . . . . . . . . 47 President

Joseph B. Donahue . . . . . . . . . . . . . . . . . . . . 57 Executive Vice President and Chief OperatingOfficer

Robert W. Hau . . . . . . . . . . . . . . . . . . . . . . . . 50 Executive Vice President and Chief FinancialOfficer

John S. Jenkins, Jr. . . . . . . . . . . . . . . . . . . . . 50 Executive Vice President and General Counsel

Jane A. Leipold . . . . . . . . . . . . . . . . . . . . . . . 55 Senior Vice President, Global HumanResources

Steven T. Merkt . . . . . . . . . . . . . . . . . . . . . . . 48 President, Transportation Solutions

James O’Toole . . . . . . . . . . . . . . . . . . . . . . . . 49 President, Communications Solutions

Robert J. Ott . . . . . . . . . . . . . . . . . . . . . . . . . 54 Senior Vice President and CorporateController

Eric J. Resch . . . . . . . . . . . . . . . . . . . . . . . . . 58 Senior Vice President and Chief Tax Officer

Kevin N. Rock . . . . . . . . . . . . . . . . . . . . . . . . 58 President, Industrial Solutions

Robert N. Shaddock . . . . . . . . . . . . . . . . . . . . 57 Executive Vice President and Chief TechnologyOfficer

Joan E. Wainwright . . . . . . . . . . . . . . . . . . . . 55 President, Channel and Customer Experience

See ‘‘Nominees for Election’’ for additional information concerning Mr. Lynch who also is anominee for director and for Chairman of the Board and for additional information concerningMr. Curtin who also is a nominee for director.

Mario Calastri has been Senior Vice President and Treasurer of TE Connectivity since ourseparation from Tyco International in June 2007 and he served on the TE Connectivity Board prior tothe separation. He was Vice President and Assistant Treasurer of Tyco International between 2005 andJune 2007. Prior to joining Tyco International, Mr. Calastri was Vice President, Finance and Planningfor IBM Global Financing EMEA in 2004 and Assistant Treasurer of IBM Corporation from 1999 to2003.

Joseph B. Donahue has been Executive Vice President and Chief Operating Officer of TEConnectivity since May 2011. He served as President, Network Solutions from August 2012 until thedivestiture of the Broadband Network Solutions business in August 2015. Previously he was President,Transportation Solutions of TE Connectivity from August 2010 through July 2012. He served asPresident, Global Automotive for the prior two years, and Senior Vice President, Global Automotivefrom August 2007 until then. From 2006 to August 2007, he was Group Vice President, WoodcoatingsDivision for Valspar Corporation, a manufacturer of commercial and industrial coating. Over the prior16 years, Mr. Donahue held a variety of senior management roles at TE Connectivity and AMPIncorporated, leading the North America automotive business from 2001 to 2006.


Robert W. Hau has been Executive Vice President and Chief Financial Officer at TE Connectivitysince August 2012. He previously served as Executive Vice President and Chief Financial Officer atLennox International Inc., beginning in October 2009. Prior to that, he served as Vice President andChief Financial Officer for Honeywell International’s Aerospace Business Group from 2006 to 2009.Mr. Hau joined Honeywell (initially AlliedSignal) in 1987 and served in a variety of senior financialleadership positions, including Vice President and Chief Financial Officer for the company’s AerospaceElectronic Systems Unit and for its Specialty Materials Business Group.

John S. Jenkins, Jr. has been Executive Vice President and General Counsel at TE Connectivitysince October 2012. Previously he was Vice President, Corporate Secretary and International GeneralCounsel for Tyco International from 2005 and prior to joining Tyco International in 2003, was alitigator with McGuireWoods, LLP.

Jane A. Leipold has been Senior Vice President, Global Human Resources for TE Connectivitysince 2006 and was previously Vice President, Global Human Resources since 2001. She has a total of34 years of TE Connectivity, Tyco Electronics and AMP Incorporated experience and has held varioushuman resources, purchasing and engineering positions.

Steven T. Merkt has been President, Transportation Solutions at TE Connectivity since August2012. Mr. Merkt previously served as President of TE Connectivity’s Automotive business since May2011 and has held various leadership positions in general management, operations, engineering,marketing, supply chain and new product launches since joining TE Connectivity in 1989.

James O’Toole has been President, Communications Solutions (previously Consumer Solutions) atTE Connectivity since June 2011 and prior to that led the Circuit Protection and Touch Solutionsbusinesses since joining TE Connectivity in 2009. Prior to that from 2006 to 2009, he served asExecutive Vice President and General Manager for the Interior Modules business for Continental AG.

Robert J. Ott has been Senior Vice President and Corporate Controller of TE Connectivity sinceour separation from Tyco International in June 2007. Prior to that, he was Vice President, CorporateAudit of Tyco International from March 2003 to June 2007 and Vice President of Finance—CorporateGovernance of Tyco International from August 2002 until March 2003. Prior to joining TycoInternational, Mr. Ott was Chief Financial Officer of Multiplex, Inc. from 2001 to 2002 and ChiefFinancial Officer of SourceAlliance, Inc. from 2000 to 2001.

Eric J. Resch has been Senior Vice President and Chief Tax Officer of TE Connectivity since ourseparation from Tyco International in June 2007 and he served on the TE Connectivity Board prior tothe separation. He was Vice President, Tax Reporting of Tyco International from 2003 until June 2007.Prior to joining Tyco International, Mr. Resch was Director, Tax Reporting for United TechnologiesCorporation from 2001 to 2003.

Kevin N. Rock has been President, Industrial Solutions at TE Connectivity since March 2015. Priorto that he was President of the Industrial Solutions segment’s Aerospace, Defense and Marine businessunit from August 2006. Mr. Rock joined TE Connectivity in January 1982 as Sales Engineer and wasnamed Vice President, Americas Region, Consumer, Computer and Communications business unit in2001.

Robert N. Shaddock has been Executive Vice President and Chief Technology Officer of TEConnectivity since January 2012, and prior to that served as Senior Vice President and ChiefTechnology Officer since September 2008. Previously, he was Senior Vice President of the ConsumerProducts business at Motorola from August 2007 to August 2008 and prior to that he was ChiefTechnology Officer for Motorola’s Mobile Devices business since January 2004.

Joan E. Wainwright has been President, Channel and Customer Experience at TE Connectivitysince January 2013. Prior to that she was Senior Vice President, Channel, Marketing and


Communications from May 2011. Ms. Wainwright joined TE Connectivity in June 2006 as Senior VicePresident, Communications and Public Affairs and was named Senior Vice President, Marketing andCommunications in February 2008. Previously, she served as Vice President, Public Affairs and VicePresident, Corporate Communications for Merck & Co., Inc. from June 2000 to June 2006.Ms. Wainwright also served as Deputy Commissioner of Communications for the U.S. Social SecurityAdministration and in the communications and public relations departments of the University HealthSystem of New Jersey, the Children’s Hospital of Philadelphia, the University of Delaware andVillanova University.


COMPENSATION DISCUSSION AND ANALYSIS

Introduction

Our Management Development and Compensation Committee (the ‘‘MDCC’’) is responsible forestablishing and overseeing compensation programs that comply with TE Connectivity’s executivecompensation philosophy. As described in this Compensation Discussion and Analysis (‘‘CD&A’’), theMDCC follows a disciplined process for setting executive compensation. This process involves analyzingfactors such as company performance, individual performance, strategic goals and competitive marketdata to arrive at each element of compensation. The Board must approve compensation decisions forthe Chief Executive Officer and the President, and the MDCC approves compensation decisions for allother executive officers. An independent compensation consultant helps the MDCC by providingadvice, information, and an objective opinion.

This CD&A will focus on the compensation awarded to TE Connectivity’s ‘‘named executiveofficers’’—the Chief Executive Officer, the Chief Financial Officer and the three other most highlycompensated executive officers. The following table shows the named executive officers and theirprimary compensation for fiscal year 2015. You can find more complete information about all elementsof compensation for the named executive officers in the following discussion and in the SummaryCompensation table that appears on page 58.

Long-TermAnnual Incentive

Incentive (Options, PSUsName Title Base Salary (cash bonus) and RSUs)(1)

Thomas J. Lynch Chief Executive Officer . . . . . . . . . . . . $1,200,000 $1,080,000 $9,272,776Robert W. Hau EVP and Chief Financial Officer . . . . . $ 617,748 $ 316,724 $2,181,851Terrence R. Curtin President . . . . . . . . . . . . . . . . . . . . . . . $ 749,491 $ 389,022 $3,387,532Joseph B. Donahue EVP and Chief Operating Officer . . . . . $ 692,107 $ 447,735 $3,520,870Steven T. Merkt President, Transportation Solutions . . . . $ 570,119 $ 480,499 $3,986,761

(1) Value at date of grant; not necessarily the value the executive will realize.

Fiscal 2015 Executive Compensation Highlights and Governance

This section identifies the most significant decisions and changes made regarding TE Connectivity’sexecutive compensation in fiscal year 2015.

Shareholder Approval of Compensation

At the last annual general meeting held on March 3, 2015, shareholders expressed support for ourexecutive compensation programs, with 89.63% of shares represented at the meeting voting to ratify thecompensation of our named executive officers. Although the advisory shareholder vote on executivecompensation is non binding, the MDCC has considered, and will continue to consider, the outcome ofthe vote and the sentiments of our shareholders when making future compensation decisions for thenamed executive officers. Based on the results from our most recent meeting, the MDCC believesshareholders support the company’s executive compensation philosophy and the compensation paid tothe named executive officers.

Under Swiss law, shareholders also have the right to vote on the maximum aggregatecompensation that will be paid to the Board of Directors and executive management. This requirementis effective with compensation paid or awarded starting in fiscal year 2016. At the 2015 annual generalmeeting shareholders approved the maximum aggregate compensation amounts to be paid to both theBoard of Directors and executive management for fiscal year 2016, with 84.67% and 92.55% of votesrespectively.


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At our next annual general meeting the Company will request shareholder approval for themaximum aggregate compensation for fiscal year 2017 for both the Board of Directors and executivemanagement. In addition, as is required under U.S. law, the company will request non-bindingshareholder approval of our fiscal 2015 compensation of our named executive officers. Requests forshareholder approval can be found in Agenda Items No. 8, No. 9 and No. 10.

Fiscal Year 2015 Compensation Summary

We continue to use annual and long-term incentive awards to create an executive compensationprogram that is performance-driven. About 74% of total target direct compensation for our CEO and67% of total target direct compensation for our other named executive officers is performance based.Our performance based compensation directly ties executive pay to financial results and stockperformance. Currently, all long-term compensation is delivered in the form of equity awards, primarilystock options and performance stock units. These awards ensure that pay opportunities are linked toshareholder return and also maximize share ownership by our executive officers. See pages 42–51 forthe elements of our compensation programs and key fiscal year 2015 performance metrics.


Compensation decisions made during fiscal year 2015 were aligned with our pay for performancephilosophy and supported recent organizational changes. The following table provides highlights ofrecent compensation decisions affecting our named executive officers.

For MoreInformation,

Pay Component 2015 Actions See Page

Base salaries Increases ranged from 0%–5%. Mr. Curtin 43received a promotional increase of 23.3%.

Fixed cash compensation for core duties

Annual incentives Payouts ranged from 49.3% to 104% of 43target based on performance against goals

Variable cash incentives to reward executivefor revenue, operating income, EPS and

officers for achieving pre-determinedkey performance indicator.

financial or strategic performance goals

Annual long-term incentives The planning values* for the annual grants 47ranged from $1,750,000 to $8,500,000 and

Variable equity grants that recognizewere delivered in the form of stock

executives’ contributions and align executivesoptions (50%), Performance Stock Units

with shareholders in focusing on long-term(PSUs) (30%), and Restricted Stock Units

growth and stock performance(RSUs) (20%).

Fiscal year 2013 grants of PSUs with athree-year performance cycle vested abovethe target range based on our EPS growthrelative to the Standard & Poor’s 500Non-Financial Companies Index.

Retention awards Messrs. Donahue and Merkt received 50one-time retention grants of long-term

Long-term equity grants to promote retentionRSUs valued at $1,000,000 and $2,000,000

and continuity of key leadersrespectively.

Promotional grant Upon his promotion to President, 50Mr. Curtin received a one-time

Long-term equity grant to recognizepromotional grant of $750,000 in the form

expanded responsibilitiesof stock options and long-term RSUs andPSUs.

* The planning value is used to determine the number of RSUs, PSUs and stock options that areawarded to eligible equity award participants, and may be different than the grant date fair valueof the awards. See page 61 for more information.


Governance

Key executive compensation practices are summarized below. We believe these practices promotegood governance and serve the interests of our shareholders.

What We Do

� Link pay to performance with a high percentage � Include a ‘‘clawback’’ provision in all executiveof variable compensation officer incentive award agreements (both annual

and long-term)

� Perform annual say-on-pay advisory vote for � Maintain robust stock ownership requirementsshareholders for executives (6x CEO, 3x executive officers)

� Perform mandatory (under Swiss Law) � Include criteria in incentive plans to maximizesay-on-pay vote for maximum aggregate tax deductibilitycompensation for Board of Directors andexecutive management � Retain a fully independent external

compensation consultant whose independence is� Follow terms and conditions of executive reviewed annually by the MDCC

compensation plans that are included in ourarticles of association and have been approved � Provide only limited non-business aircraft usageby shareholders. to the CEO

� Align executive compensation with stockholder � Maintain an insider trading policy applicable toreturns through long-term incentives all executive officers and employees

� Design compensation programs to mitigate � Review share utilization annuallyundue risk taking

� Cap incentive compensation payments forindividuals including our CEO

What We Do Not Do

x Provide tax gross-ups for executive officers x Provide tax gross-ups for personal aircraft useexcept under our broad-based relocationprogram x Provide excise tax gross-ups

x Provide perquisites for executive officers except x Re-price underwater stock optionsfor limited non-business aircraft usage for ourCEO and other executive officers x Allow hedging or pledging of TE securities

Swiss Law Requirements—Swiss Ordinance

In 2013, a new set of corporate governance and executive compensation rules were adopted by theSwiss government, in particular the new Swiss Ordinance Against Excessive Compensation in ListedStock Companies (and are referred to in the CD&A as the ‘‘Swiss Ordinance’’). The rules under theSwiss Ordinance became effective on January 1, 2014 (subject to various transitional periods), and thecompany has taken a number of actions to comply with the rules.

Employment Contracts with Executive Officers

In fiscal year 2014 (and prior to January 1, 2014) the company entered into formal employmentcontracts (the ‘‘2014 employment contracts’’) with a number of executive officers (the ‘‘executivemanagement’’), including the named executive officers. Those employment contracts will expire onDecember 31, 2015 and memorialized without change the current terms and conditions of eachexecutive officer’s employment with the company, including his or her right to participate in the TEConnectivity Severance Plan for U.S. Executives (the ‘‘Severance Plan’’) and the TE ConnectivityChange in Control Severance Plan for Certain U.S. Executives (the ‘‘CIC Plan’’). Under the Swiss


Ordinance, severance payments for certain executive officers were prohibited effective January 1, 2014,unless the right to receive the severance benefits was contained in an employment contract entered intobefore January 1, 2014. As a result of the formal employment contracts, members of the executivemanagement continued to be eligible to receive severance benefits under the Severance Plan and CICPlan through December 31, 2015.

In 2015 (and prior to January 1, 2016) the company entered into new employment contracts (the‘‘2016 employment contracts’’) with the members of the executive management, including the namedexecutive officers, which replaced the 2014 employment contracts. The 2016 employment contracts aresubstantially similar to the 2014 employment contracts, except that executives will not receive anyseverance benefits and do not participate in the Severance Plan or the CIC Plan. Under the 2016employment contracts, the notice period for a termination by the company without cause can be up totwelve months, and the executive will also receive twelve months’ pay as consideration for non-competeand non-solicitation covenants.

Amended Articles of Association

Amendments to our articles of association were approved at our annual general meeting ofshareholders on March 3, 2015. The Company has amended its articles of association to describecertain corporate governance matters and executive compensation principles and to comply with theSwiss Ordinance. Among the items covered in the amended articles are:

• the process under which the company will seek shareholder approval of compensation for theBoard of Directors and executive management;

• the company’s principles applicable to short-term and long-term compensation of the Board ofDirectors and executive management;

• the permissible terms and conditions that can be included in employment contracts withexecutive management;

• the amount of compensation that can be paid to employees who are hired or promoted intoexecutive management after the Annual General Meeting; and

• the number of permissible mandates of the members of the Board of Directors and executivemanagement.

Executive Compensation Philosophy

Our executive compensation philosophy calls for competitive total compensation that will rewardexecutives for achieving individual and corporate performance objectives and will attract, motivate andretain leaders who will drive the creation of shareholder value. The MDCC reviews and administers thecompensation and benefit programs for executive officers, including the named executive officers, and


performs an annual assessment of the company’s executive compensation policy. In determining totalcompensation, the MDCC considers the objectives and attributes described below.

Executive Compensation Principles

Shareholder alignment • Our executive compensation programs are designed to createshareholder value.

• Long-term incentive awards, delivered in the form of equity, makeup a significant percentage of our executives’ total compensationand closely align the interests of executives with the long-terminterests of our shareholders.

Performance based • Annual cash incentive awards are tied to overall corporate,segment or business unit measures that distinguish our highestfrom our lowest performing business units.

• The MDCC has limited discretion under the annual cash incentiveprogram to recognize superior business unit or individualperformance.

• Long-term incentive awards are designed to reward our executiveofficers for creating long-term shareholder value. For the pastthree years, long-term incentive awards have been grantedprimarily in the form of stock options and performance stock units.

Appropriate risk • Our executive compensation programs are designed to encourageexecutive officers to take appropriate risks in managing theirbusinesses to achieve optimal performance.

Competitive with external • Our executive compensation programs are designed to betalent markets competitive within the relevant markets.

• We consider compensation for comparable executives within twopeer groups: one consisting of companies that compete with us forexecutive talent, and one consisting of companies in the electronicsindustry. Where appropriate we consider additional indices forunique positions.

Focus on executive stock • The TE Connectivity Ltd. Share Ownership and Retentionownership Requirement Plan, together with long-term equity awards, drives

executive stock ownership.• The CEO is required to hold shares equal to six times his base

salary. The CEO’s direct reports are required to hold shares equalto three times their respective base salaries.

Simple and transparent • Our executive compensation programs are designed to be readilyunderstood by our executives and transparent to our investors.

Role of the Management Development and Compensation Committee

The MDCC has four primary responsibilities:

• reviewing, analyzing and approving the design of the company’s executive compensation policiesand programs;

• administering the company’s stock incentive plans, including reviewing and approving equityincentive awards for executive officers;


• reviewing and approving all compensation decisions relating to the executive officers other thanthe Chief Executive Officer and the President; and

• making recommendations to the independent members of the Board regarding compensation forMr. Lynch and Mr. Curtin.

The MDCC recommendations regarding Messrs. Lynch and Curtin are based on factors such asthe executive’s performance, the company’s performance and competitive market data provided by theindependent compensation consultant. The MDCC discusses and evaluates these recommendations inan executive session attended only by the committee members, the compensation consultant, and TEConnectivity’s Senior Vice President, Global Human Resources, who attends primarily to providecontextual information. Mr. Lynch and Mr. Curtin do not attend these meetings.

All members of the MDCC meet the independence requirements of the NYSE. Each MDCCmember also is a ‘‘non-employee director’’ for purposes of Rule 16b-3 of the Securities Exchange Actof 1934 and an ‘‘outside director’’ for purposes of Section 162(m) of the Internal Revenue Code.

Role of Management

Chief Executive Officer Compensation

Management does not have any role in developing the Chief Executive Officer’s compensationother than providing data relating to his performance and compensation history.

Other Named Executive Officer Compensation

Mr. Lynch makes recommendations to the MDCC relating to compensation actions for the otherexecutive officers, including the other named executive officers. He bases these recommendations onhis assessment of each executive officer’s performance and contributions to strategic initiatives,competitive market data provided by the compensation consultant, and other factors he deems relevant.These factors may include differences in an executive’s responsibilities versus the role reflected in thecompetitive market analysis, internal pay equity and relative importance of an executive’s role with TEConnectivity, level of experience and compensation history. The Senior Vice President, Global HumanResources, is present when the MDCC and Mr. Lynch discuss compensation actions for the othernamed executive officers.

Role of the Compensation Consultant

Under its charter, the MDCC has authority to retain advisors to help the members perform theirduties. During fiscal year 2015, the MDCC retained Pay Governance LLC to be its independentcompensation consultant. Pay Governance reports directly to the MDCC, and only the MDCC hasauthority to terminate the consultant’s services. Pay Governance is not permitted to provide anyservices to the company outside of its services to the MDCC except with prior approval of the MDCCchair. During fiscal year 2015, Pay Governance did not provide any additional services to the company.

Pay Governance supports the MDCC in designing the company’s executive compensationprograms, establishing executive pay levels, and generally advises on executive compensation issues andtrends. In fiscal year 2015, the consultant performed the following services:

• Evaluated the competitive position of the executive officers’ total compensation packages relativeto the company’s peer groups

• Facilitated a review of the company’s compensation philosophy and rewards strategy relative toour business model and industry trends

• Provided advice regarding annual and long-term incentive opportunities for executive officers


• Provided ongoing advice on the design of annual cash and long-term equity incentive programs

• Briefed the MDCC on executive compensation trends among members of the company’s peergroups

• Briefed the MDCC on legislative developments affecting executive compensation

• Provided advice to the MDCC on the Chief Executive Officer’s compensation

• Reviewed the results of the company’s annual compensation risk assessment

• Reviewed the company’s peer group approach

• Conducted a competitive analysis of the company’s executive compensation programs

• Briefed the MDCC on the findings from proxy advisor reports

• Provided advice on the implications of the Swiss Ordinance on the company’s pay programs

• Provided advice to the MDCC and the Nominating, Governance and Compliance Committee ondirector compensation levels

Peer Groups

In general, we use two distinct peer groups to benchmark market practices on compensation forexecutive officers. One peer group reflects the executive talent market generally; the other focuses onour industry. This two-pronged approach provides broad, yet highly relevant, information regardingexecutive compensation practices and trends. The MDCC reviews the peer group structure annually.

The primary talent market peer group comprises companies across a range of industries in whichTE Connectivity competes for executive talent. Since we typically do not restrict executive recruitingsolely to individuals working in the electronics industry, the MDCC believes it is appropriate toestablish a benchmark peer group that covers an array of companies. The industries included in theprimary talent market peer group are aerospace and defense; electronics, electrical and scientificequipment and components; and industrial manufacturing. The primary talent market peer groupconsists of 72 companies, listed in Appendix A, with publicly disclosed fiscal-annual revenues rangingfrom $548 million to $86.6 billion and a median of $4.7 billion. Data obtained from this group isadjusted to reflect the relative size (based on revenue) of TE Connectivity within the group.

The secondary peer group comprises companies within the electronics industry. We use thesecondary peer group to identify any differences in compensation practices between our industrypeers and the broader primary talent market peer companies. As shown below, there currently are15 companies in the secondary industry peer group, with publicly disclosed fiscal-annual revenuesranging from $4.6 billion to $42 billion and a median of $19.1 billion.

3M Company Exelis Inc.Agilent Technologies, Inc. General Dynamics Corporation

Amphenol Corporation Harris CorporationCorning Incorporated Honeywell International Inc.Danaher Corporation Johnson Controls, Inc.

Eaton Corporation Parker Hannifin CorporationEMC Corporation SPX Corporation

Emerson Electric Co.


As part of the annual peer group structure review, we are changing our secondary peer group forfiscal year 2016 based on changes within our organization and in the electronics industry. The new peergroup is as follows:

3M Company Emerson Electric Co.Amphenol Corporation General Dynamics Corporation

Borg Warner Honeywell International Inc.Danaher Corporation Johnson Controls, Inc.

Delphi Parker Hannifin CorporationEaton Corporation SPX CorporationEMC Corporation Sensata Technologies

These changes to our secondary peer group better reflect our current business mix and theorganizations against which it makes the most sense to benchmark our compensation practices.

Benchmark data is compiled by the compensation consultant. As discussed below, the MDCC usesthis information to ensure that our compensation levels and programs are competitive with thecompensation paid by the companies we may compete with for executive talent, but the benchmarkdata is just one of the factors used in setting executive compensation levels.

Determining Executive Compensation

In determining the appropriate total compensation level for each executive officer, the MDCCconsiders the following items:

Factors We Consider

Role • Responsibilities, scope and complexity of the executive’s roleagainst the external benchmark data

• Relative importance of the role within TE Connectivity

Comprehensive Market • Market reference points, including the 50th and 75th percentiles ofAnalysis our primary talent market peer group, for the executive officer’s

specific role• Comprehensive analysis of current base salary, target annual

incentive opportunity, target long-term incentive opportunity, targettotal cash compensation (base salary and target annual incentive),and target total direct compensation for each executive officer

Performance • Executive’s individual performance, past performance, level ofexperience and expected contribution to strategic initiatives andfuture results

Current Compensation • A review of the executive’s current total compensation includinginternal pay equity and compensation history

CEO Recommendations • The Chief Executive Officer’s detailed performance assessmentsfor the other executive officers and recommendations concerningcompensation actions.


The compensation assessment for each executive officer is presented on a tally sheet, which alsosummarizes the officer’s compensation history, job responsibilities, tenure with the company andperformance achievements. The tally sheets enable the MDCC to understand how each element of anexecutive officer’s compensation compares to the market 50th and 75th percentiles and to the amountsawarded to other executive officers.

With the information provided in the total compensation assessment as a reference, and with theinput of the compensation consultant and the Chief Executive Officer, the MDCC makes compensationdeterminations for our executive officers. The MDCC and the Board follow a similar process to setcompensation for both the Chief Executive Officer and the President. In some years, the MDCC maydetermine that total compensation (or one or more components of total compensation) for a particularexecutive should differ from the market reference point(s). Similarly, the MDCC may approve a totalcompensation package or individual compensation components that exceed the market referencepoint(s) for a critical management role in order to attract a highly qualified external candidate.

Broad-based employee benefit programs also are provided to executive officers on the same basisas all other employees.

September 2015 Compensation Assessment

In September 2015, the MDCC, with the assistance of the compensation consultant, conducted anassessment of each executive officer’s fiscal year 2015 compensation, and determined that the totaldirect compensation levels for some of our named executive officers varied from the applicable marketreference points. The fiscal year 2015 total direct compensation levels for Messrs. Lynch, Hau andDonahue were positioned within ten percent of the 50th percentile of their peer market referencepoints. The total direct compensation level for Messrs. Curtin and Merkt was positioned within fifteenpercent of the 50th percentile.

As discussed in the next section the results of the September 2015 competitive compensationassessment helped the MDCC to set base salaries, annual and long-term incentive targets and actuallong-term incentive grant values for the executive officers for fiscal year 2016.

Compensation Paid or Awarded in Fiscal 2015

The company’s total compensation package for executive officers consists of the followingelements:

• Base salary

• Annual cash incentives

• Long-term equity incentives

• Executive benefits and perquisites

• Broad-based retirement and health and welfare benefits


Base Salary

Base salary provides fixed compensation for performing the executive’s core duties andresponsibilities. As shown below, the MDCC increased base salaries for four of the named executiveofficers effective January 1, 2015.

PromotionalIncrease IncreaseAmount Amount From To

Mr. Lynch . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.0% 0.0% $1,200,000 $1,200,000Mr. Hau . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.0% 0.0% $ 608,850 $ 621,027Mr. Curtin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.0% 23.3%* $ 655,930 $ 825,000Mr. Donahue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.0% 0.0% $ 682,137 $ 695,780Mr. Merkt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.0% 0.0% $ 550,022 $ 577,523

* effective March 9, 2015

Mr. Curtin’s promotional increase of 23.3% reflects his promotion to President, and did not takeeffect until March 9, 2015. Mr. Merkt received a merit increase of 5% in recognition of his past yearperformance and additional responsibility with the acquisition of Measurement Specialties.

For 2016, Messrs. Lynch, Hau, Curtin and Donahue will not receive base salary increases.Mr. Merkt will receive a base salary increase of 5% to maintain his competitive pay position in themarketplace and bring his total direct salary closer to the 50th percentile.

Annual Incentive Awards

The annual incentive program is designed to reward executive officers for achieving fiscal yearfinancial or strategic performance goals at the corporate, segment or business unit level, though awardsmay be modified to reflect the MDCC’s assessment of individual performance. The MDCC intends theannual incentive award program to provide market competitive awards for performance atpredetermined target levels.

Our annual incentive awards are structured as cash payments. Within ninety days of the start ofeach fiscal year, the MDCC establishes the applicable performance criteria, which include minimumperformance thresholds required to earn any award, target performance goals required to earn apayment of 100%, and a higher performance level required to earn the maximum incentive permitted.At the same time, the MDCC establishes a target bonus percentage for each executive officer, which isexpressed as a percentage of base pay. Executive officers will receive an award based on the targetbonus percentage and the attained performance levels on the various metrics. No annual incentivepayments are made if threshold performance levels are not achieved, absent extenuating circumstancesthat the MDCC believes merit an exception. Payouts change proportionately for achievement at levelsbetween goals.


Target Bonus Percentages

The target bonus percentages for the named executive officers for fiscal years 2015 and 2016 wereas follows:

Fiscal 2015 Target Fiscal 2016 Target

Mr. Lynch . . . . . . . . . . . . . . . . . . . . . . . 150% 150%Mr. Hau . . . . . . . . . . . . . . . . . . . . . . . . 85% 85%Mr. Curtin . . . . . . . . . . . . . . . . . . . . . . . 90% (from October 2014–February 2015) 100%

100% (from March 2015–September 2015due to promotion)

Mr. Donahue . . . . . . . . . . . . . . . . . . . . . 90% 90%Mr. Merkt . . . . . . . . . . . . . . . . . . . . . . . 80% 85%

Mr. Merkt is the only named executive officer to receive a higher target bonus percentage forfiscal year 2016 and that change was made to better align Mr. Merkt’s compensation with marketpractice.

Performance Measures

Each year the MDCC reviews and approves the annual incentive measures for the businesssegments and the company as a whole. Measures are selected to support the objectives of each businessand to provide appropriate balance and avoid excessive risk. For fiscal year 2015, we decreased thenumber of metrics from five to four eliminating free cash flow as a performance measure.

Measures for each segment were revenue, an operating income metric, and a key performanceindicator identified at the business unit level to reflect growth, productivity or quality, as appropriatefor the business unit’s key initiatives for the year. The combined business unit metrics were weighted at80%, with each segment determining the weight of the revenue and operating income measures toaddress the specific needs of their respective businesses. The corporate level metric continued to beearnings per share, which was weighted at 20%. Each segment’s results are the roll-up of its underlyingbusiness units’ results, while corporate level results are the roll-up of all business units’ results. The keyperformance indicator metric at the corporate level is the revenue-weighted average of the keyperformance indicator metric scores for the business segments.

Industrial Network Transportation2015 Metric Corporate Solutions Solutions Solutions

CorporateEarnings per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20% 20% 20% 20%Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40% 40% 30% 40%BusinessOperating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20% 20% 30% 20%Key performance indicator . . . . . . . . . . . . . . . . . . . . . . . 20% 20% 20% 20%

For purposes of the annual incentive program, all of the financial metrics are adjusted financialmeasures (i.e., they do not conform to U.S. Generally Accepted Accounting Principles) that exclude theeffects of events deemed not to reflect the actual performance of our employees. For fiscal year 2015,the adjustments to EPS, revenue and operating income, as applicable, were as follows (i) exclusion ofacquisition related charges, (ii) exclusion of restructuring and other related charges, (iii) exclusion ofthe impact of certain acquisitions, (iv) exclusion of the impact of changes resulting from foreigncurrency exchange rates (with respect to performance measures at the business unit level), (v) exclusionof certain corporate allocations (with respect to performance measures at the business unit level),(vi) exclusion of income tax benefits associated with the settlement of audits of prior year income tax


returns as well as the related impact to other expense pursuant to the tax sharing agreement with TycoInternational plc and Covidien plc, (vii) exclusion of income tax charges associated with the tax impactsof certain intercompany legal entity restructurings made in connection with the integration ofMeasurement Specialties, Inc., (viii) exclusion of income tax charges for the tax impacts of certainintercompany dividends related to the restructuring and sale of the Broadband Network Solutionsbusiness, and (ix) inclusion of fiscal year 2015 results for the divested Broadband Network Solutionsbusiness.

The table below shows the performance range for payouts under the fiscal year 2015 annualincentive program, as well as the payouts to be awarded for performance at each level.

Threshold Target Maximumpayout payout payout*

Metric Threshold Target Maximum* (% of target) (% of target) (% of target)

EPS . . . . . . . . . . . . . . . . . . . . . . 90% 100% 110% 50% 100% 200%Revenue . . . . . . . . . . . . . . . . . . . 97% 100% 103% 50% 100% 200%Operating income . . . . . . . . . . . . 90% 100% 110% 50% 100% 200%Key performance indicator . . . . . . Varies by business unit 50% 100% 200%

* For exceptional performance on an individual metric that exceeds the maximum goal, the MDCCmay reward results with a payout of up to 300%, with two exceptions: the key performanceindicator will be capped at 200%, and in order to ensure profitable growth, revenue is capped at200%, unless operating income results are at target or greater. Regardless of payouts on individualmetrics, the total award payout for an individual employee can never exceed 200% of target.

No individual performance metrics were assigned to any executive officer under the fiscal year2015 annual incentive program. The MDCC reserved the discretion to adjust individual or business unitaward amounts up or down, by 0% to 200% based on its evaluation of the individual or business unitperformance during the fiscal year. However, all individual performance adjustments must net out tozero, meaning that the overall annual incentive pool may not be increased as a result of individualperformance adjustments. In addition, there is a reserve pool of approximately $10 million (10% of thetotal target annual incentive award pool amount) that, with the MDCC’s approval, could be used toreward exceptional performance at either the business unit or individual level, regardless ofperformance results against the established financial measures. Notwithstanding MDCC adjustments, anindividual employee’s incentive cannot exceed 200% of the employee’s target bonus percentage. Thecompany used $3.6 million of the reserve pool in fiscal 2015 to increase incentive pools where wecontinued to see strong performance that was not fully reflected in the results of our annual incentiveplan.


Annual Incentive Payments for Fiscal 2015

Fiscal year 2015 performance targets, actual attainment, and corresponding annual incentive awardresults at the corporate level and for the Industrial Solutions, Network Solutions and TransportationSolutions business segments were as follows:

Corporate Level

Performance BonusPerformance Measure (% weighting) Target Results % to Target Score**

EPS (20%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $4.35–$4.45 $ 4.09 94.0% 69.3%Revenue (40%) . . . . . . . . . . . . . . . . . . . . . . . . . . . $15,474–$15,640 $13,936 90.1% 0.0%Operating Income (20%) . . . . . . . . . . . . . . . . . . . . . $2,459–$2,503 $ 2,250 91.5% 57.4%Key Performance Indicator Metric (20%) . . . . . . . . . * * 150.8%

Corporate Level Earned Award: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60.0%***

Industrial Solutions


EPS (20%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $4.35–$4.45 $ 4.09 94.0% 69.3%Business Unit Revenue (40%) . . . . . . . . . . . . . . . . . . . . . $3,594 $3,396 94.5% 0.0%Business Unit Operating Income (20%) . . . . . . . . . . . . . . $636 $ 545 85.6% 0.0%Key Performance Indicator Metric (20%) . . . . . . . . . . . . . * * 100.0%

Industrial Solutions Earned Award: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33.9%

Network Solutions


EPS (20%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $4.35–$4.45 $ 4.09 94.0% 69.3%Business Unit Revenue (30%) . . . . . . . . . . . . . . . . . . . . . $2,730 $2,610 95.6% 57.7%Business Unit Operating Income (30%) . . . . . . . . . . . . . . $349 $ 340 97.6% 87.8%Key Performance Indicator Metric (20%) . . . . . . . . . . . . . * * 127.2%

Network Solutions Earned Award: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83.0%

Transportation Solutions


EPS (20%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $4.35–$4.45 $ 4.09 94.0% 69.3%Business Unit Revenue (40%) . . . . . . . . . . . . . . . . . . . . . $7,158 $6,987 97.6% 77.2%Business Unit Operating Income (20%) . . . . . . . . . . . . . . $1,649 $1,645 99.8% 99.0%Key Performance Indicator Metric (20%) . . . . . . . . . . . . . * * 197.1%

Transportation Solutions Earned Award: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 104.0%

* The company’s business segments, including Industrial Solutions, Network Solutions andTransportation Solutions and the corporate level were not assigned specific key performanceindicator metrics for fiscal year 2015. The Industrial Solutions, Network Solutions andTransportation Solutions bonus scores for the key performance indicator metrics are the revenue-weighted averages of each of their respective business units’ key performance indicator metricscores. The company has determined that disclosure of the key performance indicator metric


would result in competitive harm. In setting the key performance indicator metrics for eachbusiness unit, the company established targets that represented significant improvement overperformance levels attained in fiscal year 2014 and that were deemed to be difficult to attainassuming strong performance and anticipated economic conditions. The corporate level bonusscore for the key performance indicator metric is the revenue-weighted average of the keyperformance indicator metric scores for all business units across the company.

** The bonus score is calculated based on the level of performance attained relative to the threshold,target and maximum described above for each performance measure.

*** The final Corporate bonus score was adjusted upward to 60.0% from 55.5% because the MDCCdetermined that certain aspects of the company’s performance, particularly the successfuldivestiture of our Broadband Network Solutions business, as well as completing four acquisitionsand improved operating margins, were not captured in this year’s annual incentive plan.

Messrs. Lynch and Hau received fiscal 2015 annual incentive payouts based entirely on theCorporate award score. Mr. Merkt’s fiscal year 2015 annual incentive payout was based entirely on theTransportation Solutions award score.The fiscal year 2015 annual incentive payout for Mr. Curtin waspro-rated using the Industrial Solutions award score before his promotion and the Corporate awardscore thereafter. The fiscal year 2015 annual incentive payout for Mr. Donahue was based on an evensplit between the Corporate and Network Solutions award scores.

Annual Incentive Plan for Fiscal 2016

For fiscal year 2016, we will continue to use the same four performance measures as fiscal year2015. Each segment will use revenue, operating income, and a key performance indicator. In addition,the weightings for each measure will be standardized across both corporate and the segments, with thecombined business unit metrics at 80%. The corporate metric will continue to be earnings per shareand will be weighted 20%.

For fiscal year 2016, the payout ranges described in the chart on page 45 are generally unchanged.The performance ranges for EPS are unchanged. The performance range for operating income oroperating income margin generally will have a threshold level of 90% and a maximum level of 110%with some variation depending upon business unit. The revenue metric will generally have a thresholdlevel of 95% and a maximum level of 105% with some variation depending upon business unit.

Long-Term Incentive Awards

The company uses long-term incentive awards in the form of stock options, restricted stock units(‘‘RSUs’’) and performance stock units (‘‘PSUs’’) to deliver competitive compensation that recognizesemployees for their contributions and aligns executive officers with shareholders in focusing onlong-term growth and stock performance. As part of the company’s compensation philosophy, theMDCC concluded that annual grants of long-term incentive awards to executive officers typically shouldbe competitive relative to our primary talent market peer group, but should deliver compensation atthe high end of the market if our stock performs particularly well and at the low end of the market ifour stock performance is weak.

Stock options have a ten-year term and vest ratably over a four-year period, beginning on the firstanniversary of the grant date. RSUs also vest ratably over four years starting on the first anniversary ofthe grant date. PSUs can earn value each year based on achievement of predetermined performancecriteria during a three-year period, and vest in full upon the MDCC’s certification of the third year’sperformance results. We believe this vesting schedule encourages executives to remain with TEConnectivity and strive to continually improve shareholder value.


The company does not have a specific policy for allocating long-term equity incentive awardsamong the different forms of equity, but determines each year what is appropriate in light of thethen-current circumstances as described below. However, consistent with our philosophy that a majorityof an executive officer’s compensation should be performance-based and aligned with shareholders’interest, long-term equity incentive awards for executive officers are weighted heavily toward stockoptions and PSUs.

In order to facilitate the long-term equity incentive grant process and promote internal pay equity,the MDCC has established guidelines that group certain executive officers (excluding Mr. Lynch)together in separate grant ranges based on factors such as market benchmark data, similarity in rolesand scope of business, or the impact of the executive officer’s role on the organization. The MDCCthen assigns an equity value range for each executive officer group based on applicable competitivemarket data. Grant values actually awarded to each executive are intended to be within the rangesassigned, although the MDCC may grant awards outside an assigned range to recognize exceptional orbelow average performance. The MDCC reviews the guidelines annually and adjusts them asappropriate.

To determine the value of each executive officer’s long-term equity incentive award in any year, theMDCC refers to the equity grant guidelines, assesses the executive’s future potential, and also considersthe same factors generally considered for other components of total compensation—internal pay equity,individual performance and contributions to strategic initiatives, level of experience and compensationhistory. As with the other components of total compensation, Mr. Lynch makes a recommendationregarding long-term equity incentive awards for each executive officer.

In determining its annual long-term equity incentive award recommendation for Mr. Lynch, theMDCC reviews the applicable market reference data, competitive compensation analysis, and anyadditional input from the compensation consultant, and also assesses Mr. Lynch’s performance. Basedon this information, the MDCC presents a recommendation to the independent members of the fullBoard for consideration.

Performance Stock Unit (PSU) Program

PSUs provide the named executive officer the opportunity to earn shares of the company’s stockbased on the company’s EPS growth relative to the Standard & Poor’s 500 Non-Financial CompaniesIndex over a three-year performance cycle. In each year of the performance cycle, one-third of thePSUs granted (the ‘‘annual target amount’’) can be earned (but not vested) based on thepredetermined performance schedule.

In any year during the three-year performance cycle for a PSU grant that the company’s EPSgrowth is within the 45th to 55th percentile of the index, the annual target amount will be reserved fordelivery at the conclusion of the three-year performance cycle. If the company’s results are higher thanthe 55th percentile, up to 200% of the annual target amount will be reserved for delivery. If results arelower, a smaller percentage may be reserved for delivery, but no PSUs will be reserved in any year inwhich the performance threshold (EPS growth at the 25th percentile of the index) is not met. PSUs thathave been reserved will vest following the close of the three-year performance cycle. PSUs will be paidin the form of TE Connectivity common stock, together with dividend equivalent stock units thataccrued on reserved PSUs during the performance cycle.


EPS performance for fiscal years 2013, 2014 and 2015 is outlined below, along with the associatedpayout factors:

Percentile PayoutEPS Growth Rank Factor

FY2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12.9% 63.2 141.0%FY13 grants year 1

FY2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17.3% 69.0 170.0%FY13 grants year 2FY14 grants year 1

FY2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.8% 60.7 128.5%FY13 grants year 3FY14 grants year 2FY15 grants year 1

Payout for Fiscal 2013 PSU Grant

Fiscal year 2015 was the third year of our fiscal year 2013 PSU grant. Recipients under theprogram earned above target shares for each year of the 3-year period. Shares earned under theprogram vested on December 14, 2015 after certification of the fiscal year 2015 results.

The table below shows the shares earned and vested under the fiscal year 2013 PSU grant for eachof our named executive officers.

Year 1 Year 2 Year 3 TotalFY2013 Earned Earned Earned FY2013

Target PSUs Shares Shares Shares Earned Shares

Mr. Lynch . . . . . . . . . . . . . . . 63,480 29,836 35,972 27,191 92,999Mr. Hau . . . . . . . . . . . . . . . . 16,320 7,670 9,248 6,990 23,908Mr. Curtin . . . . . . . . . . . . . . . 20,860 9,804 11,820 8,936 30,560Mr. Donahue . . . . . . . . . . . . . 20,860 9,804 11,820 8,936 30,560Mr. Merkt . . . . . . . . . . . . . . . 13,600 6,392 7,706 5,826 19,924

Fiscal 2015 Long-Term Incentive Awards

The MDCC granted long-term equity incentive awards in the first quarter of fiscal 2015. Fiscalyear 2015 equity awards for executive officers were made in the form of stock options (50%),PSUs (30%) and RSUs (20%).

As part of the annual award process, the MDCC reviewed the equity planning value ranges againstupdated market data and determined that the equity planning value ranges for fiscal year 2015 shouldremain the same as those for fiscal year 2014. Messrs. Curtin, Donahue and Hau are grouped togetherin the same long-term incentive range and Mr. Merkt is grouped with other executives in a differentlong-term incentive range. For these named executive officers other than Mr. Lynch, the equityplanning value ranges for the fiscal year 2015 long-term equity incentive awards were as follows:

• Messrs. Curtin, Donahue and Hau—$1,000,000–$3,000,000

• Mr. Merkt—$600,000–$1,800,000


The equity award values approved by the MDCC for the named executive officers for fiscal year2015 were as follows and fall within the equity value ranges as described above:

Mr. Lynch . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $8,500,000Mr. Hau . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $2,000,000Mr. Curtin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $2,400,000Mr. Donahue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $2,300,000Mr. Merkt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,800,000

In establishing Mr. Lynch’s award, the MDCC considered Mr. Lynch’s continued strong leadershipof the company through another successful year in fiscal year 2014, and the competitive total directcompensation and long-term incentive benchmark data from the company’s two peer groups.

Special Long-Term Incentive Awards

In March 2015 TE made organization changes which included the promotion of Mr. Curtin toPresident. After making these changes, the MDCC worked with its independent compensationconsultant, Pay Governance, to understand various approaches used to address continuity of key leadersduring these types of organization changes and to take action which would support TE’s objectives inthe context of market practices.

On March 9, 2015 the MDCC approved a special equity award to Mr. Curtin with a planning valueof $750,000 in recognition of his expanded responsibilities as President. The award is in the form ofstock options (50%), PSUs (30%) and RSUs (20%). Mr. Curtin’s stock options and RSUs arescheduled to vest 25% each year over 4 years. The PSUs will follow the fiscal 2015 program design andvest following the close of the three-year performance cycle.

Also on March 9, 2015 the MDCC approved special RSU retention awards to Messrs. Donahueand Merkt. These awards are intended to promote retention and continuity of key leaders to ensure wemaintain momentum and continue to deliver against our aggressive operating plan during a time oforganizational changes. Award planning values were $1,000,000 for Mr. Donahue and $2,000,000 forMr. Merkt. Mr. Donahue’s award is scheduled to vest in full at the end of fiscal year 2017 andMr. Merkt’s award will vest in full on the fourth anniversary of the grant date. The awards have novalue to the recipients unless they remain employed with the company for the full vesting period.

Fiscal 2016 Long-Term Incentive Awards

Each year the PSU program is reviewed against market best practices. Feedback from shareholdersis also considered as part of the review. For the fiscal 2016 grant a 3-year average EPS growth metricwill be used to calculate earned shares at the end of the 3-year performance period. Additionally, theperformance schedule has changed as follows:

• A minimum threshold must continue to be achieved in order for any portion of the PSUs to beearned. Specifically, EPS growth must be at the 25th percentile of the index in order to earn anyshares under the program.

• Target shares, or 100%, will only be earned for EPS growth at the 50th percentile.

• Maximum payout continues to be 200% and is earned for EPS growth at the 75th percentile ofthe index.

The named executive officer will also continue to receive dividend equivalent stock units at theconclusion of the three-year performance cycle, commensurate with the portion of the PSUs that arevested.


The MDCC granted long-term equity incentive awards for fiscal year 2016 in November 2015.(These equity awards are not reflected in the Summary Compensation or Grants of Plan-Based Awardstables because those tables only cover fiscal year 2015.) For our named executive officers other thanMr. Lynch, the equity planning value ranges for the fiscal year 2016 long-term equity incentive awardsare unchanged from fiscal year 2015.

The fiscal year 2016 equity incentive awards for the named executive officers were in the form ofstock options (50%) and PSUs (50%). The equity award planning values approved by the MDCC forthe named executive officers for fiscal year 2016 were as follows:

Mr. Lynch . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $7,500,000Mr. Hau . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,900,000Mr. Curtin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $3,000,000Mr. Donahue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $2,200,000Mr. Merkt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,800,000

Pay Mix

The company does not have a defined policy to dictate the allocation between fixed andperformance-based compensation or between annual and long-term compensation. The pay mix foreach named executive officer is driven largely by two concerns: to deliver compensation primarilythrough performance-based components that align the executives’ interests with those of ourshareholders, and to deliver a competitive pay mix relative to our peer benchmark companies.Management and the MDCC periodically review the pay mix to ensure that the allocation achievesthose goals.

The following table shows our pay mix for fiscal year 2015, based on the data reported in theSummary Compensation Table. Performance-based incentives constituted at least 66%, and as muchas 76%, of fiscal year 2015 compensation for the named executive officers. The allocations differamong the named executive officers because of market practice for their respective positions.

Base Salary Long-Term Annual OtherRate Incentives(2) Incentive Compensation

Lynch . . . . . . . . . . . . . . . . . . . . . . . 10% 76% 9% 5%Hau . . . . . . . . . . . . . . . . . . . . . . . . 19% 66% 10% 5%Curtin . . . . . . . . . . . . . . . . . . . . . . 16% 72% 8% 4%Donahue(1) . . . . . . . . . . . . . . . . . . . 14% 72% 9% 5%Merkt(1) . . . . . . . . . . . . . . . . . . . . . 11% 76% 9% 4%

(1) For Messrs. Donahue and Merkt, amounts do not include the value of expatriate-relatedtax items.

(2) Long-term incentives consist of 50% stock options, 30% PSUs and 20% RSUs.

Tax Deductibility of Executive Compensation

Section 162(m) of the Internal Revenue Code limits the tax deduction available to a publiccompany for annual compensation paid to certain executive officers in excess of $1 million, unless thecompensation qualifies as performance-based or is otherwise exempt from Section 162(m). Annualincentive bonuses, stock options and other performance-based awards made to executive officers underour 2007 Stock and Incentive Plan are intended to qualify as performance-based compensation forthese purposes.


In evaluating compensation programs covering our executive officers, the MDCC considers thepotential impact on the company of Section 162(m) and generally intends to maximize the deductibilityof compensation. However, the MDCC reserves the right to approve nondeductible compensationwhere necessary to achieve our overall compensation objectives and to ensure the company makesappropriate payments to executive officers.

Risk Profile of Compensation Programs

The MDCC has structured our executive compensation programs to provide the appropriate levelof incentives without encouraging executive officers to take excessive risks in managing their businesses.

We performed a two-part risk assessment of the company’s compensation programs and practicesin fiscal year 2015. We first conducted an inventory of our executive and non-executive incentivecompensation programs globally, including all significant sales incentive programs. Then each programwas evaluated to determine whether its primary components properly balanced compensationopportunities and risk. The compensation consultant facilitated this evaluation by preparing acompensation risk analysis checklist. Each program was evaluated against the checklist, the results wererecorded, and risk levels were identified.

After considering the assessment results and the preliminary conclusions, the MDCC agreed thatnone of the company’s compensation programs and practices in fiscal year 2015 were reasonably likelyto have a material adverse effect on the company.

Retirement and Deferred Compensation Benefits

The company maintains various retirement plans to assist our executive officers with retirementincome planning and to make the company more appealing to prospective employees.

The company provides a defined contribution plan, the Tyco Electronics Retirement Savings andInvestment Plan (‘‘RSIP’’), that is available to all eligible U.S.-based employees, and a nonqualifiedsupplemental retirement plan, the Tyco Electronics Supplemental Savings and Retirement Plan(‘‘SSRP’’), for management and executive level employees.

Under the RSIP, the company match level is based on years of service, as follows:

Years of Service Employee Contribution* Company Contribution*

0–9 1% 5%10–19 2% 6%20–24 3% 7%25–29 4% 8%

30 or more 5% 9%

* Represents a percentage of the employee’s compensation, which, for purposes of theRSIP, generally includes base salary and annual incentive awards.

Under the SSRP, executive officers may defer up to 50% of their base salary and 100% of theirannual incentive awards. The company provides matching contributions to the SSRP based on theexecutive officer’s amount of deferred compensation at the same rate such officer is eligible to receivematching contributions under the RSIP and on any cash compensation (i.e., base salary and annualincentive awards) earned in excess of Internal Revenue Service limits. Once officers reach the annualcontribution limit under the RSIP, they may continue to make deferrals in excess of qualified planlimits into the SSRP and receive matching contributions from the Company until compensation reachesthe IRS maximum compensation limit.


Company contributions for the named executive officers are shown in the ‘‘All OtherCompensation’’ column of the Summary Compensation table that follows this CD&A. Participants,including executive officers, are fully vested in company matching contributions under the RSIP andSSRP after three years of service.

All of the company’s U.S. retirement, deferred compensation, incentive, and other executive andbroad-based plans are intended to comply with Section 409A of the Internal Revenue Code.

Mr. Donahue has accrued a benefit under two frozen tax-qualified defined benefit plans, asdescribed in the Pension Benefits for Fiscal 2015 table that follows this CD&A. Mr. Merkt has accrueda benefit under one frozen tax-qualified defined benefit plan as described in the same table.

Welfare Benefits

We provide welfare benefits to executive officers on the same basis as all other employees in thesame geographic area. The various benefit plans are part of our overall total compensation and areintended to be competitive with peer companies.

For eligible U.S.-based employees, the company provides medical, dental and life insurance, anddisability coverage. Outside of the United States, the company provides welfare benefits based on localcountry practices.

Perquisites

TE Connectivity uses corporate aircraft to allow our executive officers and other corporate andbusiness leaders to travel safely and efficiently for business purposes. This corporate aircraft enablesour employees to be more productive by providing a secure environment to conduct confidentialbusiness and avoid the scheduling constraints associated with commercial air travel. In fiscal year 2015,the MDCC amended the TE Connectivity Corporate Aircraft Usage Policy to allow Mr. Lynch to usethe corporate aircraft for non-business purposes, whenever practical and subject to annual limitations,to enable him to take advantage of these efficiencies. Limited non-business use of the corporate aircraftby other executive officers also is permitted with the approval of Mr. Lynch. The value of anexecutive’s non-business use of the aircraft will be treated as taxable income in accordance with IRSregulations and will not be grossed up. The disclosed value will be the incremental cost, including thedirect variable cost to TE Connectivity associated with the non-business travel as further described infootnote (a) to the All Other Compensation table following the Summary Compensation table. Thereare no other perquisites provided to U.S. executive officers.

Expatriate Assignment Benefits

As described in the Summary Compensation table that follows this CD&A, Messrs. Donahue andMerkt received certain benefits under the terms of an expatriate assignment policy made available toall employees who are asked to relocate from their home country in connection with their workassignments. Under the policy, eligible employees are reimbursed (or provided cash allowances) foritems such as rent, goods and services, dependent tuition, home leave costs, language training, housingmanagement fees, tax preparation services, utilities, storage costs, and miscellaneous living expenses. Inaddition, eligible employees are placed in a tax-equalization program that makes them whole (includingtax gross-up payments, where necessary) for any additional taxes imposed in excess of the taxes theywould have incurred in their home country. Mr. Donahue was assessed additional taxes in fiscal year2014 in conjunction with his overseas assignment that concluded at the end of 2011. Mr. Merktincurred expenses under our tax-equalization program in fiscal year 2015 in conjunction with hisoverseas assignment that concluded at the end of 2012 as explained in footnote (a) to the All OtherCompensation table following the Summary Compensation table.


Change in Control and Termination Payments

The company maintains the TE Connectivity Severance Plan for U.S. Executives (referred to asthe Severance Plan) and the TE Connectivity Change in Control Severance Plan for Certain U.S.Executives (referred to as the CIC Plan). The company believes that maintaining severance and changein control benefits is appropriate in order to attract and retain executive talent: such benefits arestandard at our peer companies. In addition, we believe such benefits help us avoid costly andpotentially protracted separation negotiations, ensure continuity of management in the event of anactual or threatened change in control, and protect our executive officers’ investment in the company.With the assistance of its compensation consultant, the MDCC annually performs a competitive analysisof both plans to confirm that the benefits provided are standard in the marketplace.

The following describes our change in control and termination payments reflected in our currentpractice as of September 25, 2015 for executives who were in office and have employment agreementsdated before January 1, 2014 when the Swiss Ordinance came into effect. Effective January 1, 2016executives subject to the Swiss Ordinance will no longer be eligible for the described change in controland termination payments.

Severance

Under the Severance Plan, benefits are payable to an executive officer only upon an involuntarytermination of employment for any reason other than cause, permanent disability or death. In order toobtain severance benefits, the executive officer must accept a confidentiality agreement, a one-yearnon-compete agreement, a two-year non-solicitation agreement, and non-disparagement covenants infavor of the company.

The Severance Plan provides cash severance upon termination of employment as follows:

• for the Chief Executive Officer, two times base salary plus two times target bonus

• for officers who are subject to Section 16 of the Securities Exchange Act of 1934 and also aredirect reports to the Chief Executive Officer, one and one-half times base salary plus one andone-half times target bonus

• for other executive officers, an amount equal to base salary plus target bonus.

Cash severance payments under the Severance Plan will be made in monthly installments. Inaddition, the terminated executive will be eligible to receive a pro rata annual incentive payment forthe year in which the termination occurs and continued health and welfare benefits for twelve months.Outstanding equity awards will be treated in accordance with the applicable award agreement.

‘‘Cause’’ under the Severance Plan is defined as substantial failure or refusal to perform duties andresponsibilities of the executive’s job, violation of fiduciary duty, conviction of a felony or misdemeanor,dishonesty, theft, violation of our rules or policies, or other egregious conduct that has or could have aserious and detrimental impact on TE Connectivity and its employees.

Severance benefits for non-U.S. executives generally will be based on local statutory requirements.

Change-in-Control

The CIC Plan incorporates a ‘‘double trigger’’ concept before benefits become payable. In otherwords, benefits are payable to an executive officer under the CIC Plan only upon an involuntarytermination of employment by the company or ‘‘good reason resignation’’ that occurs during a periodshortly before and continuing after a change in control (a ‘‘qualifying termination’’). In order to obtainbenefits, the executive officer must accept confidentiality, non-competition, and non-solicitationagreements, and non-disparagement covenants in favor of the company.


For purposes of the CIC Plan, ‘‘good reason resignation’’ generally means assignment of dutiesmaterially inconsistent with the executive’s position, a material adverse change in the executive’sposition, company actions that would cause the executive to violate his or her ethical or professionalobligations, relocation to a place of employment more than 60 miles from the executive’s current placeof employment, a reduction in the executive’s base salary or annual bonus target percentage, areduction in the aggregate of the executive’s benefits, or failure by the company to have its obligationsunder the CIC Plan assumed by a successor.

No benefits are payable under the CIC Plan if the executive officer is terminated for ‘‘cause.’’‘‘Cause’’ is defined as a violation of fiduciary duty, conviction of a felony or misdemeanor, dishonesty,theft, or other egregious conduct likely to have a materially detrimental impact on TE Connectivity andits employees.

The CIC Plan provides cash severance in the event of a qualifying termination as follows:

• for the Chief Executive Officer, three times base salary plus three times target bonus

• for officers who are subject to Section 16 of the Securities Exchange Act of 1934 and also aredirect reports to the Chief Executive Officer, two times base salary plus two times target bonus

• for other executive officers, one and one-half times base salary plus one and one-half timestarget bonus.

Cash severance payments under the CIC Plan will be made in one lump sum. In addition, aterminated executive will be eligible to receive a pro rata annual incentive payment for the year inwhich the termination occurs and continued health and welfare benefits for twelve months. Outstandingstock options and RSUs will become fully vested in the event of a qualifying termination. PSUs willvest pro rata in accordance with their terms and performance criteria. Cash severance and otherbenefits payable as a result of a qualifying termination will be limited to the greater after-tax amountresulting from (i) payment of the full benefits, followed by the imposition of all taxes, including anyapplicable excise taxes under Internal Revenue Code Section 280G, or (ii) payment of the full benefitsup to the Section 280G limit with no excise tax imposed. Benefits payable under the CIC Plan will notbe grossed up to reflect Section 280G or any other taxes.

Executive Stock Ownership Requirements

The company maintains a Share Ownership and Retention Requirement Plan applicable to allexecutive officers, including the named executive officers. In fiscal year 2014, the MDCC reviewed thisplan and increased the TE Connectivity common shares ownership requirement for direct reports tothe Chief Executive Officer from two times base salary to three times base salary. The common shareownership requirement for the Chief Executive Officer continues to be six times base salary. Directreports of the Chief Executive Officer are required to meet the share ownership requirements withinfive years of the officer’s date of employment. In the event stock ownership has not been met in thefive year timeframe, the employee will be required to hold 100% of the shares of common stock theyreceive upon lapse of the restrictions on restricted stock/stock units and upon exercise of stock options(net of any shares utilized to pay for the exercise price of the option and tax withholding). Thefollowing shares count toward the ownership requirements: wholly-owned shares, shares in stock unitsor deferred compensation plans, employee stock ownership plans, unvested restricted stock, sharesdeemed earned under the provisions of performance stock unit grants, and shares held by immediatefamily members that are considered beneficially owned by the executive officer. As of fiscal2015 year-end, all of the named executive officers met their stock ownership requirements.


Insider Trading Policy

Our named executive officers along with all of our employees are subject to our insider tradingpolicy to ensure that employees worldwide comply with all applicable laws and regulations concerningsecurities trading. Among other things, our insider trading policy restricts the times during whichexecutive officers can enter into trading transactions concerning our securities. Our named executiveofficers and employees are prohibited from engaging in any hedging transactions, including prepaidvariable forward contracts, equity swaps, collars, exchange funds, puts, calls, options, short sales orsimilar rights, obligations or transactions that are designed to hedge or offset any decrease in themarket value of TE Connectivity securities, other than the exercise of a company issued stock option.

Our insider trading policy was updated in fiscal 2015 to include a prohibition against pledging.Executive officers and directors are prohibited from holding TE Connectivity securities in a marginaccount and from maintaining or entering into any arrangement that, directly or indirectly, involves thepledge of TE Connectivity securities or other use of TE Connectivity securities as collateral for a loan.


MANAGEMENT DEVELOPMENT AND COMPENSATION COMMITTEE REPORT

The Management Development and Compensation Committee has reviewed the CompensationDiscussion and Analysis and has discussed the analysis with management. Based on its review anddiscussions with management, the Committee recommended to our Board of Directors that theCompensation Discussion and Analysis be included in the company’s Annual Report on Form 10-K forthe fiscal year ended September 25, 2015 and in the company’s proxy statement for the 2016 AnnualGeneral Meeting of Shareholders. This report is provided by the following independent directors, whocomprise the Committee:

The Management Development and Compensation Committee:

Daniel J. Phelan, ChairPaula A. SneedJohn C. Van Scoter

December 1, 2015

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

None of our executive officers serve as a member of the board of directors or compensationcommittee of any entity that has one or more of its executive officers serving as a member of ourManagement Development and Compensation Committee. In addition, none of our executive officersserve as a member of the compensation committee of any entity that has one or more of its executiveofficers serving as a member of our Board of Directors.


EXECUTIVE OFFICER COMPENSATION

Summary Compensation Table

The following table summarizes the compensation of the named executive officers for the fiscalyears ended September 25, 2015 (‘‘fiscal year 2015’’), September 26, 2014 and September 27, 2013. Thenamed executive officers are the company’s principal executive officer, principal financial officer andthe three other most highly compensated executives.

Change inPension

Value andNon-Equity Nonqualified

Incentive DeferredPlan Compen- All Other

Stock Option Compen- sation Compen-Salary(1) Bonus Awards(2) Awards(3) sation(4) Earnings(5) sation(6) Total

Year ($) ($) ($) ($) ($) ($) ($) ($)Name and Principal Position (b) (c) (d) (e) (f) (g) (h) (i) (j)

Thomas J. Lynch . . . . . . . . 2015 $1,200,000 — $4,590,360 $4,682,416 $1,080,000 — $ 612,301 $12,165,077Chief Executive 2014 $1,172,308 — $3,685,986 $3,828,213 $2,512,800 — $ 417,675 $11,616,982Officer (PEO) 2013 $1,074,615 — $3,602,490 $3,358,155 $2,098,800 — $ 338,968 $10,473,028

Robert W. Hau . . . . . . . . . 2015 $ 617,748 — $1,079,940 $1,101,911 $ 316,724 — $ 172,154 $ 3,288,477EVP & Chief 2014 $ 604,738 — $ 934,141 $ 969,825 $ 679,964 — $ 235,438 $ 3,424,106Financial Officer 2013 $ 580,292 $850,000 $ 926,160 $ 863,428 $ 604,454 — $ 366,747 $ 4,191,081(PFO)

Terrence R. Curtin . . . . . . . 2015 $ 749,491 — $1,675,209 $1,712,323 $ 389,022 — $ 193,801 $ 4,719,846President 2014 $ 651,500 — $1,130,259 $1,174,175 $ 739,693 — $ 157,436 $ 3,853,063

2013 $ 625,164 — $1,183,919 $1,103,388 $ 732,580 — $ 139,215 $ 3,784,266Joseph B. Donahue . . . . . . 2015 $ 692,107 — $2,254,284 $1,266,586 $ 447,735 $ 51,283 $ 647,780 $ 5,359,775

EVP & Chief 2014 $ 677,530 — $1,130,259 $1,174,175 $ 736,371 $100,610 $ 725,570 $ 4,544,515Operating Officer 2013 $ 650,142 — $1,183,919 $1,103,388 $1,034,998 — $1,529,568 $ 5,502,015

Steven T. Merkt . . . . . . . . . 2015 $ 570,119 — $2,994,947 $ 991,814 $ 480,499 $ 3,943 $ 212,237 $ 5,253,559President, TransportationSolutions

(1) Amounts shown are not reduced to reflect the named executive officers’ elections, if any, to defer receipt of salary into theSSRP.

(2) This amount represents the grant date fair value of restricted stock units (RSUs) and performance stock units (PSUs)calculated using the provisions of Accounting Standards Codification (‘‘ASC’’) 718, Compensation—Stock Compensation. Thevalue of PSUs included in the table assumes target performance. The following table reflects the grant date fair value ofthe PSUs at target, as well as the maximum grant date fair value if the highest level of performance is achieved:

Grant Date Fair Value of PSUs

Target MaximumValue Value

Name ($) ($)

Mr. Lynch . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $2,753,970 $5,507,940Mr. Hau . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 648,210 $1,296,420Mr. Curtin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,005,291 $2,010,582Mr. Donahue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 745,380 $1,490,760Mr. Merkt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 583,020 $1,166,040

(3) This amount represents the grant date fair value of stock options calculated using the provisions of ASC 718. See Note 21(Share Plans) to the notes to consolidated financial statements (‘‘Note 21’’) set forth in TE Connectivity’s Annual Reporton Form 10-K for the fiscal year ended September 25, 2015 (the ‘‘10-K’’) for the assumptions made in determiningASC 718 grant date fair values.

(4) Represents amounts earned under the fiscal year 2015 annual incentive program. Amounts shown are not reduced to reflectthe named executive officers’ elections, if any, to defer receipt of awards into the SSRP.

(5) Represents the aggregate change in actuarial present value of the accumulated benefits for Mr. Donahue and Mr. Merktunder the frozen pension plan as described in ‘‘CD&A—Retirement and Deferred Compensation Benefits.’’ Mr. Lynch,Mr. Hau and Mr. Curtin do not participate in a pension plan. There are no nonqualified deferred compensation earningsbecause the SSRP does not provide for ‘‘above-market’’ or preferential earnings as defined in applicable SEC rules.


(6) See the All Other Compensation table below for a breakdown of amounts shown in column (i) which include perquisites,the company’s 401(k) plan and nonqualified defined contribution plan, dividend equivalent units and other amounts. Theamounts reflected in the table for perquisites are our incremental cost. We also provide group life, health, hospitalizationand medical reimbursement plans which do not discriminate in scope, terms or operation in favor of officers and areavailable to all full-time employees; the values of the benefits are not shown in the table.

All Other Compensation

Dollar Valueof Dividendsnot factored Companyinto Grant ESPP Contributions Total

Insurance Date Fair Company to DC All OtherPerquisites(a) Premiums(b) Value(c) Match(d) Plans(e) Compensation

Name Year ($) ($) ($) ($) ($) ($)

Thomas J. Lynch . . . . . . 2015 $ 84,569 — $304,964 — $222,768 $612,301Robert W. Hau . . . . . . . 2015 — — $107,268 — $ 64,886 $172,154Terrence R. Curtin . . . . . 2015 $ 7,397 — $ 97,053 — $ 89,351 $193,801Joseph B. Donahue . . . . 2015 $411,035 $620 $101,842 — $134,283 $647,780Steven T. Merkt . . . . . . . 2015 $ 19,208 — $ 82,399 $1,950 $108,680 $212,237

(a) Amounts less than $25,000 for Mr. Lynch totaling $124 include an attendance gift provided to Mr. Lynch that was providedto all attendees at a certain business meeting. Amounts greater than $25,000 for Mr. Lynch totaling $84,445 includes theincremental cost to us of Mr. Lynch’s non-business use of our aircraft. As described on page 53, Mr. Lynch is permitted touse the aircraft for business and non-business purposes. The incremental cost to us during fiscal year 2015 includes thedirect variable cost and value of the lost corporate tax benefit associated with Mr. Lynch’s travel to attend Thermo FisherScientific Inc. and Cummins Inc. board meetings, as Mr. Lynch is a member of the board of directors of both companies,and occasional non-business use.

Amounts less than $25,000 for Mr. Curtin totaling $7,397 include the incremental cost to us of Mr. Curtin’s non-businessuse of our aircraft. The incremental cost to us during fiscal year 2015 includes the direct variable cost and value of the lostcorporate tax benefit associated with Mr. Curtin’s travel after the conclusion of a business trip. Executive officers havelimited access to the use of the corporate aircraft for non-business purposes. Also included is an attendance gift provided toall meeting attendees at a certain business meeting.

Amounts less than $25,000 for Mr. Donahue totaling $1,305 includes an attendance gift provided to all meeting attendeesat a certain business meeting and the net expenses paid by us for various miscellaneous fees and expenses pertaining to anexpatriate assignment in Germany during fiscal 2009 - 2011. In fiscal 2015, pursuant to the process of the company’s taxequalization program, the company paid on behalf of Mr. Donahue, foreign taxes in the amount of $306,355 (net ofamounts withheld from his base pay under the tax equalization program), and related U.S. state taxes in the amount of$41,000. The company also provided Mr. Donahue tax gross-up payments of $19,969 for calendar year 2014; gross-upamounts for calendar year 2015 are not determined until end of calendar year 2015. Mr. Donahue also made repayment tothe company of $781,754 as a result of his 2013 tax equalization settlement. This amount was not deducted from his fiscalyear 2015 total compensation. Due to the timing of payments in fiscal 2015, the following range of exchange rates, primarilyas determined by TE Connectivity finance, were used to convert amounts reported or paid in EUR to U.S. dollars:$1.08-$1.27:EUR 1. Amounts greater than $25,000 for Mr. Donahue are:

Benefit Type Amount

Tax Preparation Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $42,406

The amount for Mr. Merkt includes expenses pertaining to an expatriate assignment in Germany during fiscal 2011 - 2012.Amounts less than $25,000 for Mr. Merkt totaling $12,973 are the net expenses paid by us for tax preparation fees andvarious miscellaneous fees and expenses. In fiscal 2015, pursuant to the process of the company’s tax equalization program,the company paid on behalf of Mr. Merkt, foreign taxes in the amount of $635 (net of amounts withheld from his base payunder the tax equalization program). The company also provided Mr. Merkt tax gross-up payments of $5,599 for calendaryear 2014; gross-up amounts for calendar year 2015 are not determined until end of calendar year 2015. Mr. Merkt alsomade repayment to the company of $153,204 as a result of his 2013 tax equalization settlement. This amount was notdeducted from his fiscal year 2015 total compensation. Due to the timing of payments in fiscal 2015, the following range ofexchange rates, primarily as determined by TE Connectivity finance, were used to convert amounts reported or paid inEUR to U.S. dollars: $1.08-$1.27:EUR 1.

(b) Represents the additional income reported for participation in a company paid split dollar life insurance program.


(c) Represents the value of dividend equivalent units credited in the fiscal year to each individual’s unvested RSUs and PSUsusing the closing price on the date of the crediting. The dividend equivalent unit value associated with the PSUs reflectstarget performance and will be adjusted based on certified performance results following the close of the three-yearperformance period.

(d) Represents the company matching contribution made under the TE Connectivity employee stock purchase plan.(e) Reflects contributions made on behalf of the named executive officers under TE Connectivity’s qualified defined

contribution plan and accruals on behalf of the named executive officers under the SSRP (a nonqualified definedcontribution excess plan), as follows:

Company Matching CompanyContribution Contribution

Name Year (Qualified Plan)(*) (Non-Qualified Plan)

Mr. Lynch . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2015 $15,900 $206,868Mr. Hau . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2015 $13,250 $ 51,636Mr. Curtin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2015 $14,571 $ 74,780Mr. Donahue . . . . . . . . . . . . . . . . . . . . . . . . . . . 2015 $27,577 $106,706Mr. Merkt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2015 $19,429 $ 89,251

(*) Included in Mr. Donahue’s amount is an additional supplemental contribution of $5,720 as a result of a frozendefined benefit plan.


Grants of Plan-Based Awards in Fiscal 2015

The following table discloses the potential payouts for fiscal year 2015 under the company’s annualincentive program and actual numbers of stock option, restricted stock unit and performance stock unitawards granted during fiscal year 2015 and the grant date fair value of these awards.

AllOtherStock All Other

Awards: Option Grant DateNumber Awards: Exercise Fair

of Shares Number of or Base Value ofEstimated Possible Payouts Estimated Possible Payouts of Stock Securities Price of Stock and

Grant Under Non-Equity Incentive Under Equity Incentive or Underlying Option OptionDate Plan Awards(1) Plan Awards(2) Units(3) Options(4) Awards Awards(5)

Threshold Target Maximum Threshold Target Maximum($) ($) ($) (#) (#) (#) (#) (#) ($/Sh) ($)

Name (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) (l)

Thomas J. LynchAnnual Incentive Plan . . . $900,000 $1,800,000 $3,600,000Stock Option . . . . . . . . 11/10/2014 248,800 $61.50 $4,682,416RSU . . . . . . . . . . . . 11/10/2014 29,860 $1,836,390PSU . . . . . . . . . . . . 11/10/2014 22,390 44,780 89,560 $2,753,970

Robert W. HauAnnual Incentive Plan . . . $263,937 $ 527,873 $1,055,746Stock Option . . . . . . . . 11/10/2014 58,550 $61.50 $1,101,911RSU . . . . . . . . . . . . 11/10/2014 7,020 $ 431,730PSU . . . . . . . . . . . . 11/10/2014 5,270 10,540 21,080 $ 648,210

Terrence R. CurtinAnnual Incentive Plan . . . $394,532 $ 789,063 $1,578,126Stock Option . . . . . . . . 11/10/2014 70,250 $61.50 $1,322,105RSU . . . . . . . . . . . . 11/10/2014 8,430 $ 518,445PSU . . . . . . . . . . . . 11/10/2014 6,320 12,640 25,280 $ 777,360Stock Option . . . . . . . . 03/09/2015 20,250 $72.13 $ 390,218RSU . . . . . . . . . . . . 03/09/2015 2,100 $ 151,473PSU . . . . . . . . . . . . 03/09/2015 1,580 3,160 6,320 $ 227,931

Joseph B. DonahueAnnual Incentive Plan . . . $313,101 $ 626,202 $1,252,404Stock Option . . . . . . . . 11/10/2014 67,300 $61.50 $1,266,586RSU . . . . . . . . . . . . 11/10/2014 8,080 $ 496,920PSU . . . . . . . . . . . . 11/10/2014 6,060 12,120 24,240 $ 745,380RSU . . . . . . . . . . . . 03/09/2015(6) 14,030 $1,011,984

Steven T. MerktAnnual Incentive Plan . . . $231,009 $ 462,018 $ 924,036Stock Option . . . . . . . . 11/10/2014 52,700 $61.50 $ 991,814RSU . . . . . . . . . . . . 11/10/2014 6,320 $ 388,680PSU . . . . . . . . . . . . 11/10/2014 4,740 9,480 18,960 $ 583,020RSU . . . . . . . . . . . . 03/09/2015(7) 28,050 $2,023,247

(1) The ‘‘Threshold’’ column represents the minimum amount payable (50% of target payout) when threshold performance is met. The ‘‘Target’’ columnrepresents the amount payable (100% of target payout) if the specified performance targets are reached. The ‘‘Maximum’’ column represents themaximum amount payable (200% of target payout). See ‘‘CD&A—Elements of Compensation—Annual Incentive Awards.’’

(2) Amounts in columns (f) through (h) represent potential share payouts with respect to PSUs assuming threshold, target and maximum performanceconditions are achieved. The ‘‘Threshold’’ column represents the minimum amount payable (50% of target payout) when threshold performance is met.The ‘‘Target’’ column represents the amount payable (100% of target payout) if the specified performance targets are reached. The ‘‘Maximum’’ columnrepresents the maximum amount payable (200% of target payout). Awards vest following the conclusion of the three-year performance period whichends with the close of fiscal year 2017. See ‘‘CD&A—Elements of Compensation—Long-Term Incentive Awards—Fiscal 2015 Long-Term IncentiveAwards’’ for additional information about these awards, including performance criteria.

(3) This column shows the number of RSUs granted in fiscal year 2015 to the named executive officers. The grants vest equally over four years starting onthe first anniversary of the grant date except as noted in footnotes 6 and 7 below.

(4) This column shows the number of stock options granted in fiscal year 2015 to the named executive officers. Stock options issued have a ten-year termand vest ratably over a four-year period, with 25% becoming vested and exercisable on each anniversary of the grant date.

(5) This column shows the full grant date fair value of PSUs, RSUs and stock options under ASC 718 granted to the named executive officers in fiscal year2015. For PSUs, the grant date fair value has been determined based on target performance being achieved. For additional information on the valuationassumptions, see Note 21 in the 10-K. In determining the number of PSUs, RSUs and stock options that are awarded to eligible equity awardparticipants, including each named executive officer, the company follows an established policy under which it uses the average daily closing price of the20 business days preceding the grant date as the applicable value. For purposes of the fiscal year 2015 equity awards reflected in the table above, theapplicable stock value used to determine the number of PSU, RSU and stock option shares awarded to each named executive officer was $56.94 pershare for the November grant. The value of the award shown in this column, however, is based on the grant date closing price, $61.50 per share for theNovember grant. For purposes of the March 9, 2015 equity awards reflected in the table above, the applicable stock value used to determine thenumber of PSU, RSU and stock option shares awarded to each named executive officer was $71.29 per share. The value of the award shown in thiscolumn, however, is based on the grant date closing price, $72.13 per share for the March grant.

(6) Mr. Donahue’s March 9, 2015 RSU grant will have a 100% cliff vesting on September 29, 2017.

(7) Mr. Merkt’s March 9, 2015 RSU grant will have a 100% cliff vesting on the fourth anniversary of the grant date.


Outstanding Equity Awards at 2015 Fiscal Year-End

The following table shows the number of TE Connectivity shares covered by exercisable andunexercisable options, unvested RSUs and unvested PSUs held by the company’s named executiveofficers on September 25, 2015. Each equity grant is shown separately for each named executive officer.The vesting schedule for each grant is shown following the table, based on the option, RSU or PSUaward grant date.

Option Awards Stock Awards

Equity EquityIncentive Incentive

Plan Awards: Plan Awards:Market Number of Market or

Number of Value of Unearned Payout ValueShares Shares or Shares, of Unearned

or Units Units of Units Shares, UnitsNumber of Securitiesof Stock Stock or Other or OtherUnderlying

Option That Have That Rights That Rights ThatUnexercised OptionsExercise Option Not Have Not Have Not Have Not

Exercisable Unexercisable(1) Price Expiration Vested(1)(2)(3)(6) Vested(4) Vested(1)(2)(5) Vested(4)

Grant (#) (#) ($) Date (#) ($) (#) ($)Name (a) Date (b) (c) (e) (f) (g) (h) (i) (j)

Thomas J. Lynch . . . . . . . . . . . 11/21/06 162,202 0 $35.03 11/20/1607/02/07 527,750 0 $39.97 07/01/1712/03/09 741,800 0 $24.60 11/17/1911/08/10 527,500 0 $33.73 11/08/2011/14/11 418,575 139,525 $34.49 11/14/21 16,377 $ 956,74411/12/12 195,925 195,925 $34.05 11/12/22 121,020 $7,069,98811/14/13 57,137 171,413 $51.61 11/14/23 64,880 $3,790,290 15,918 $ 929,93011/10/14 0 248,800 $61.50 11/10/24 49,612 $2,898,333 30,710 $1,794,078

Robert W. Hau . . . . . . . . . . . . 09/19/12 0 0 14,855 $ 867,82911/12/12 50,375 50,375 $34.05 11/12/22 31,110 $1,817,44611/14/13 14,475 43,425 $51.61 11/14/23 16,442 $ 960,542 4,034 $ 235,66611/10/14 0 58,550 $61.50 11/10/24 11,668 $ 681,645 7,228 $ 422,260

Terrence R. Curtin . . . . . . . . . . 11/08/10 125,000 0 $33.73 11/08/2011/14/11 125,587 41,863 $34.49 11/14/21 4,913 $ 287,01711/12/12 64,375 64,375 $34.05 11/12/22 39,769 $2,323,30511/14/13 17,525 52,575 $51.61 11/14/23 19,894 $1,162,207 4,881 $ 285,14811/10/14 0 70,250 $61.50 11/10/24 14,005 $ 818,172 8,668 $ 506,38503/09/15 0 20,250 $72.13 03/08/25 3,474 202,951 2,139 124,960

Joseph B. Donahue . . . . . . . . . 06/07/11 13,650 0 $35.90 06/07/21 2 $ 11711/14/11 39,862 39,863 $34.49 11/14/21 4,680 $ 273,40611/12/12 0 64,375 $34.05 11/12/22 39,769 $2,323,30511/14/13 17,525 52,575 $51.61 11/14/23 19,894 $1,162,207 4,881 $ 285,14811/10/14 0 67,300 $61.50 11/10/24 13,425 $ 784,289 8,311 $ 485,52903/09/15 14,173 $ 827,987

Steven T. Merkt . . . . . . . . . . . 06/07/11 2,563 0 $35.90 06/07/21 2 $ 11711/14/11 0 12,863 $34.49 11/14/21 1,510 $ 88,21411/12/12 16,975 41,975 $34.05 11/12/22 25,928 $1,514,71411/14/13 12,950 38,850 $51.61 11/14/23 14,701 $ 858,832 3,606 $ 210,66311/10/14 0 52,700 $61.50 11/10/24 10,501 $ 613,468 6,501 $ 379,78803/09/15 28,337 $1,655,448

(1) All outstanding options and RSUs vest equally over four years starting on the first anniversary of the grant date. Vesting of the PSUs occurs when theMDCC certifies year 3 results following the close of the three-year performance period.

(2) Any dividend equivalents issued on RSUs and PSUs, column g and i, respectively, have been included in the number of units reported. Those issued onPSUs reflect target performance and will be adjusted based on certified performance results following the close of the three-year performance period.

(3) Amounts include PSUs and DEUs earned based on year 1, 2 and 3 certification results of the November 12, 2012 PSU grant, PSUs earned based onyear 1 and 2 certification results of the November 14, 2013 PSU grant, and PSUs earned based on year 1 certification results of the November 10, 2014PSU grant.

(4) Value represents the market value of TE Connectivity common shares based on the closing price of $58.42 per share on September 25, 2015.

(5) Represents target shares that have not yet been earned under the PSU program. See ‘‘CD&A—Elements of Compensation—Long-Term IncentiveAwards—Fiscal 2015 Long-Term Incentive Awards’’ for additional information about these awards, including performance criteria. Delivery of vestedshares occurs as soon as administratively feasible following the year 3 certification process.

(6) Unvested shares from the 6/07/2011 grants are DEUs, earned on the last unvested portion of the RSU award from that grant date. The RSU awardvested in full between the dividend record date (5/26/2015) and dividend payable date (6/12/2015), resulting in the DEUs being left outstanding. Theyvested in November 2015.


Option Exercises and Stock Vested in Fiscal 2015

The following table sets forth certain information regarding TE Connectivity options and stockawards exercised and vested, respectively, during fiscal year 2015 for the named executive officers.

Option Awards Stock Awards

Number of Shares Value Realized on Number of Shares Value Realized onAcquired on Exercise Exercise(1) Acquired on Vesting(2) Vesting(3)

(#) ($) (#) ($)Name (b) (c) (d) (e)

Thomas J. Lynch . . . . . . . . . 436,717 $20,931,188 52,160 $3,216,011Robert W. Hau . . . . . . . . . . . — — 19,527 $1,199,922Terrence R. Curtin . . . . . . . . 62,450 $ 2,490,313 15,986 $ 985,602Joseph B. Donahue . . . . . . . 95,863 $ 3,343,783 15,140 $ 936,065Steven T. Merkt . . . . . . . . . . 149,505 $ 4,895,826 7,592 $ 470,032

(1) The value realized on exercise is equal to the difference between the market price of the sharesacquired upon exercise and the option exercise price for the acquired shares.

(2) Represents vesting of RSUs. Any dividend equivalents issued on RSUs that vested during fiscalyear 2015 have been included in the number of units reported.

(3) The aggregate dollar amount realized upon vesting was computed by multiplying the number ofunits vested by the market value of the underlying shares on the vesting date.

Pension Benefits for Fiscal 2015

The following table provides details regarding the present value of accumulated benefits under theplans described in ‘‘CD&A—Retirement and Deferred Compensation Benefits’’ for the namedexecutive officers in fiscal year 2015.

Number of Years Present Value ofCredited Accumulated Payments DuringService(2) Benefit(3) Last Fiscal Year

Plan Name (#) ($) ($)Name(1) (b) (c) (d) (e)

Joseph B. Donahue . . . . Tyco Electronics Pension 16.8 $867,622 —Plan—Part II & AMPRestoration Plan

Steven T. Merkt . . . . . . . Tyco Electronics Pension 10.5 $ 80,157 —Plan—Part II AMP

(1) Messrs. Lynch, Hau and Curtin do not participate in any pension plan sponsored by TEConnectivity.

(2) Years of service is calculated from date of original hire through the end of 1999, when the planwas frozen.

(3) The present value of accumulated benefit amount has been measured as of September 25, 2015and is based on a number of assumptions, including:

• A discount rate of 4.38% was used for the Tyco Electronics Pension Plan—Part II and adiscount rate of 4.40% was used for the AMP Restoration Plan—the rates as of September 25,2015 in accordance with ASC 715, Compensation—Retirement Benefits;


• Mortality assumption reflects the RP 2014 mortality table brought back to 2006 with theinherent MP-2014 mortality improvement scale, and projected with generational mortalityimprovements using improvement scale BB-2D; and

• No retirements prior to assumed retirement age (earliest unreduced age, as defined by therespective plan documents) or withdrawals for disability or otherwise prior to retirement.

Nonqualified Deferred Compensation for Fiscal 2015

The following table discloses contributions and earnings credited to each of the named executiveofficers under the SSRP (Supplemental Savings and Retirement Plan) in fiscal year 2015 and balancesat fiscal year-end. The SSRP is a nonqualified deferred compensation plan. See ‘‘CD&A—Retirementand Deferred Compensation Benefits’’ for information regarding the plan. Pursuant to the SSRP,executive officers may defer up to 50% of their base salary, up to 100% of their annual bonus and electto contribute ‘‘Spillover’’ deferrals. Spillover deferrals allow them to continue their pre-taxcontributions into the SSRP once they reach the qualified plan annual pre-tax contribution limit. Weprovide matching contributions based on the executive’s deferred base salary and bonus, as well as onthe eligible wages used to calculate their Spillover deferrals. Matching contributions called ‘‘CompanyCredits’’ are also provided on any eligible compensation earned in excess of the Internal Revenue CodeSection 401(a)(17) limit ($265,000 in 2015). All employees become vested in the matching contributionsonce they complete three years of service, and matching contributions are calculated using the samematching percentage the executive officer is eligible to receive in the qualified plan (see page 52 of theCD&A). The company match structure for the qualified plan is based on years of service as well as theemployee’s contributions.

Executive Registrant AggregateContributions in Contributions in Aggregate Aggregate Balance at Last

Last Fiscal Last Fiscal Earnings in Withdrawals/ Fiscal YearYear(1) Year(2) Last Fiscal Year(3)(4) Distributions End(4)

($) ($) ($) ($) ($)Name (b) (c) (d) (e) (f)

Thomas J. Lynch . . . . . . $673,973 $206,868 $ (33,677) — $5,960,243Robert W. Hau . . . . . . . $ 61,984 $ 51,636 $ (2,677) — $ 217,525Terrence R. Curtin . . . . $362,408 $ 74,780 $(114,244) — $4,389,565Joseph B. Donahue . . . . $ 84,413 $106,706 $ (1,772) $1,598,848Steven T. Merkt . . . . . . $ 71,523 $ 89,251 $ (15,025) $132,940 $ 375,003

(1) The amounts shown represent deferrals of cash and bonuses by the named executive officers underthe SSRP, the amounts of which are included in the Summary Compensation table in the Salary orNon-Equity Incentive Plan Compensation column, as applicable.

(2) The amounts shown represent matching contributions by the company, the amounts of which areincluded in the Summary Compensation table in the All Other Compensation column.

(3) No portion of these earnings shown in column (d) were included in the Summary CompensationTable because the SSRP does not provide for ‘‘above-market’’ or preferential earnings as definedin applicable SEC rules.

(4) For Messrs. Curtin and Merkt, the balance shown also includes amounts credited under the TEConnectivity Supplemental Executive Retirement Plan, the predecessor to the SSRP that wasfrozen to new contributions effective December 31, 2004. The SSRP became effective onJanuary 1, 2005.


Termination and Change in Control Payments

The table below outlines the potential payments to our Chief Executive Officer and other namedexecutive officers upon the occurrence of certain termination triggering events. For the purpose of thetable, below are definitions generally applicable for the various types of terminations under the TEConnectivity Severance Plan for U.S. Executives (referred to in this proxy statement as the ‘‘SeverancePlan’’) and/or the TE Connectivity Change in Control Severance Plan for Certain U.S. Executives(referred to in this proxy statement as the ‘‘CIC Plan’’). See ‘‘CD&A—Change in Control andTermination Payments’’ for information regarding the terms of the plans.

• ‘‘Voluntary Resignation’’ means any retirement or termination of employment that is not initiated bythe company or any subsidiary other than a Good Reason Resignation (defined below).

• ‘‘Good Reason Resignation’’ means any retirement or termination of employment by a participant thatis not initiated by the company or any subsidiary and that is caused by any one or more of thefollowing events which occurs during the period beginning 60 days prior to the date of a Change inControl (defined below) and ending two years after the date of such Change in Control:

(1) without the participant’s written consent, the company (a) assigns or causes to be assigned tothe participant any duties inconsistent in any material respect with his or her position as in effectimmediately prior to the Change in Control, (b) makes or causes to be made any material adversechange in the participant’s position (including titles and reporting relationships and level), authority,duties or responsibilities, or (c) takes or causes to be taken any other action which, in the reasonablejudgment of the participant, would cause him or her to violate his or her ethical or professionalobligations (after written notice of such judgment has been provided by the participant to theManagement Development and Compensation Committee and the company has been given a 15-dayperiod within which to cure such action), or which results in a significant diminution in such position,authority, duties or responsibilities;

(2) without the participant’s written consent, the participant’s being required to relocate to aprincipal place of employment more than 60 miles from his or her existing principal place ofemployment;

(3) without the participant’s written consent, the company (a) reduces the participant’s base salaryor annual bonus, or (b) reduces the participant’s retirement, welfare, stock incentive, perquisite andother benefits, taken as a whole; or

(4) the company fails to obtain a satisfactory agreement from any successor to assume and agreeto perform the company’s obligations to the participant under the CIC Plan.

• ‘‘Involuntary Termination’’ means a termination of the participant initiated by the company or asubsidiary for any reason other than Cause (defined below), Permanent Disability (defined below) ordeath, subject to the conditions specified in the applicable plan.

• ‘‘Cause’’ means any misconduct identified as a ground for termination in company policy or otherwritten policies or procedures, including among other things, misconduct, dishonesty, criminalactivity, or egregious conduct that has or could have a serious and detrimental impact on thecompany and its employees.

• ‘‘Permanent Disability’’ means that a participant has a permanent and total incapacity from engagingin any employment for the employer for physical or mental reasons. A ‘‘Permanent Disability’’ will bedeemed to exist if the participant meets the requirements for disability benefits under the employer’slong-term disability plan or under the requirements for disability benefits under the U.S. socialsecurity laws (or similar laws outside the United States, if the participant is employed in thatjurisdiction) then in effect, or if the participant is designated with an inactive employment status atthe end of a disability or medical leave.


• ‘‘Change in Control’’ means any of the following events:

(1) any ‘‘person’’ (as defined in Section 13(d) and 14(d) of the Securities Exchange Act),excluding for this purpose, (i) the company or any subsidiary company (wherever incorporated) of thecompany, or (ii) any employee benefit plan of the company or any such subsidiary company (or anyperson or entity organized, appointed or established by the company for or pursuant to the terms ofany such plan that acquires beneficial ownership of voting securities of the company), is or becomes the‘‘beneficial owner’’ (as defined in Rule 13d-3 under the Securities Exchange Act) directly or indirectlyof securities of the company representing more than 30 percent of the combined voting power of thecompany’s then outstanding securities; provided, however, that no Change in Control will be deemed tohave occurred as a result of a change in ownership percentage resulting solely from an acquisition ofsecurities by the company;

(2) persons who, as of July 1, 2007 (the ‘‘effective date’’), constitute the board (the ‘‘IncumbentDirectors’’) cease for any reason (including without limitation, as a result of a tender offer, proxycontest, merger or similar transaction) to constitute at least a majority thereof, provided that anyperson becoming a director of the company subsequent to the effective date shall be considered anIncumbent Director if such person’s election or nomination for election was approved by a vote of atleast 50 percent of the Incumbent Directors; but provided further, that any such person whose initialassumption of office is in connection with an actual or threatened proxy contest relating to the electionof members of the board or other actual or threatened solicitation of proxies or consents by or onbehalf of a ‘‘person’’ (as defined in Section 13(d) and 14(d) of the Securities Exchange Act) other thanthe Board, including by reason of agreement intended to avoid or settle any such actual or threatenedcontest or solicitation, shall not be considered an Incumbent Director;

(3) consummation of a reorganization, merger or consolidation or sale or other disposition of atleast 80 percent of the assets of the company (a ‘‘Business Combination’’), in each case, unless,following such Business Combination, all or substantially all of the individuals and entities who werethe beneficial owners of outstanding voting securities of the company immediately prior to suchBusiness Combination beneficially own directly or indirectly more than 50 percent of the combinedvoting power of the then outstanding voting securities entitled to vote generally in the election ofdirectors, as the case may be, of the company resulting from such Business Combination (including,without limitation, a company which, as a result of such transaction, owns the company or all orsubstantially all of the company’s assets either directly or through one or more subsidiary companies(wherever incorporated) of the company) in substantially the same proportions as their ownership,immediately prior to such Business Combination, of the outstanding voting securities of the company;or

(4) consummation of a complete liquidation or dissolution of the company.

• ‘‘Change in Control Termination’’ means a participant’s Involuntary Termination or Good ReasonResignation that occurs during the period beginning 60 days prior to the date of a Change in Controland ending two years after the date of such Change in Control.

No named executive officer is entitled to a payment in connection with an Involuntary Terminationfor Cause.


Total Involuntary InvoluntaryPermanent Termination— Termination—Disability Not for Change in

Executive Benefits and Payments Upon Termination Retirement(8) or Death Cause Control(9)

Thomas J. LynchCompensation

Severance(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $6,000,000 $9,000,000Short-Term Incentive(2) . . . . . . . . . . . . . . . . . . . . . . . $1,080,000 $1,080,000 $1,080,000 $1,080,000Long-Term Incentives• Stock Options (Unvested and Accelerated or Continued

Vesting)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $5,096,068 $9,280,848 $9,280,848• Restricted Stock Units (Unvested and Accelerated or

Continued Vesting)(3) . . . . . . . . . . . . . . . . . . . . . . . $1,723,741 $5,344,495 $5,344,495• Performance Stock Units (Unvested and Accelerated or

Continued Vesting)(4) . . . . . . . . . . . . . . . . . . . . . . . $8,345,297 $9,487,291 $9,487,291Benefits and Perquisites(5)

Health and Welfare Benefits Continuation(6) . . . . . . . . . $ 13,642 $ 13,642Outplacement(7) . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 20,000 $ 20,000

Robert W. HauCompensation

Severance(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,723,350 $2,297,800Short-Term Incentive(2) . . . . . . . . . . . . . . . . . . . . . . . $ 316,724 $ 316,724 $ 316,724Long-Term Incentives• Stock Options (Unvested and Accelerated or Continued

Vesting)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,523,363 $1,523,363• Restricted Stock Units (Unvested and Accelerated or

Continued Vesting)(3) . . . . . . . . . . . . . . . . . . . . . . . $1,951,871 $1,951,871• Performance Stock Units (Unvested and Accelerated or

Continued Vesting)(4) . . . . . . . . . . . . . . . . . . . . . . . $2,404,684 $2,404,684Benefits and Perquisites(5)


Terrence R. CurtinCompensation






Joseph B. DonahueCompensation

Severance(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,982,973 $2,643,964Short-Term Incentive(2) . . . . . . . . . . . . . . . . . . . . . . . $ 447,735 $ 447,735 $ 447,735 $ 447,735Long-Term Incentives• Stock Options (Unvested and Accelerated or Continued

Vesting)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,548,060 $2,880,776 $2,880,776• Restricted Stock Units (Unvested and Accelerated or

Continued Vesting)(3) . . . . . . . . . . . . . . . . . . . . . . . $ 524,144 $2,411,636 $2,411,636• Performance Stock Units (Unvested and Accelerated or

Continued Vesting)(4) . . . . . . . . . . . . . . . . . . . . . . . $2,685,509 $2,994,551 $2,994,551Benefits and Perquisites(5)



Total Involuntary InvoluntaryPermanent Termination— Termination—Disability Not for Change in

Executive Benefits and Payments Upon Termination Retirement(8) or Death Cause Control(9)

Steven T. MerktCompensation






(1) Severance is calculated as follows under Involuntary Termination—Not for Cause for U.S.-based executives:Mr. Lynch—two times base salary plus two times target bonus, Messrs. Hau, Curtin, Donahue and Merkt—one andone-half times base salary plus one and one-half times target bonus; and as follows under Involuntary Termination—Change in Control for U.S.-based executives: Mr. Lynch—three times base salary plus three times target bonus,Messrs. Hau, Curtin, Donahue and Merkt—two times base salary plus two times target bonus. If the ‘‘parachutepayment’’ (severance plus value of accelerated equity) is greater than three times the average W-2 reportedcompensation for the preceding five years, then an ‘‘excise tax’’ is imposed on the portion of the parachute paymentthat exceeds the average W-2 reported compensation for the preceding years. In this case, the participant will receivethe greater of (i) payment of the full benefits provided under the CIC Plan and imposition of all taxes, including anyapplicable excise taxes under Internal Revenue Code Section 4999, or (ii) payment of the benefits capped at theSection 280G limit with no excise tax imposed. Under the CIC Plan, benefits payable thereunder will not be grossedup for the imposition of Internal Revenue Code Section 280G or any other taxes.

(2) Assumes the effective date of termination is September 25, 2015 and that the pro rata payment under the annualincentive program is equal to the actual award earned for fiscal year 2015.

(3) Assumes the effective date of termination is September 25, 2015 and the closing price per TE Connectivity commonshare on the date of termination equals $58.42. Under Total Permanent Disability or Death, and InvoluntaryTermination—Change in Control, all outstanding stock options and RSUs become fully vested as of the date oftermination, including dividend equivalent units issued on RSUs. Stock options that are vested and exercisable as ofthe termination date, as well as the options that vest as a result of the acceleration, will be exercisable for the lesserof the period specified in the option agreement or three years from the termination date. In no event, however, willan option be exercisable beyond its original expiration date. Amounts disclosed for stock options only reflect optionsthat are in-the-money as of September 25, 2015.

(4) Assumes the effective date of termination is September 25, 2015 and the closing price per TE Connectivity commonshare on the date of termination equals $58.42. Under Total Permanent Disability or Death, and InvoluntaryTermination—Change in Control, all outstanding PSUs vest on a pro rata basis following certification of performanceresults, including dividend equivalent units issued on PSUs. The shares to vest are prorated based on the terminationdate, and delivery of vested shares occurs as soon as administratively feasible following the certification process in theyear of termination. Any remaining PSUs are immediately forfeited.

(5) Payments associated with benefits and perquisites are limited to the items listed. No other benefits or perquisitecontinuation occurs under the termination scenarios listed.

(6) Health and welfare benefits continuation is 12 months for all named executive officers under InvoluntaryTermination—Not for Cause and Involuntary Termination—Change in Control. Annual amount is an approximationbased on the fiscal year 2015 per capita employee cost. In the event that provision of any of the benefits wouldadversely affect the tax status of the applicable plan or benefits, the company, in its sole discretion, may elect to payto the participant cash in lieu of such coverage in an amount equal to the company’s premium or average cost ofproviding such coverage.

(7) Outplacement is calculated as the cost of services for the participant for a period of twelve months from theparticipant’s termination date under Involuntary Termination—Change in Control. The company offers twelve monthcoverage not to exceed $20,000 for the Chief Executive Officer and provides $8,700 for executives under the executiveprogram for outplacement services. The company has the right and sole discretion to pay outplacement services underInvoluntary Termination—Not for Cause, but is not required to provide such benefits.


(8) As of September 25, 2015, Messrs. Lynch and Donahue satisfy the requirements for Retirement under our stockaward plan and are entitled to a pro rata vesting of their outstanding stock options and RSUs for those grants wherea minimum of one year of service has been attained since the award grant date. Amounts disclosed represent theprorated value of eligible awards as of September 25, 2015. Messrs. Hau, Curtin and Merkt are not entitled to receiveany pro rata vesting because they have not fulfilled the Retirement eligibility requirements under the terms of ourstock award plan.

(9) The payments shown in this column are the same payments that would be made in the event of a ‘‘Good ReasonResignation.’’


COMPENSATION OF NON-EMPLOYEE DIRECTORS

Compensation paid during fiscal 2015 to each director who is not our salaried employee or anemployee of our subsidiaries was based on the following fee structure:

Fee Structure EffectiveFee Structure Effective through February,

March, 2015(1) 2015(1)

Cash Equity Cash Equity

Annual retainer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $90,000 $160,000 $ 90,000 $160,000Additional annual retainers:

Lead Independent Director . . . . . . . . . . . . . . . . . . . . . . $30,000 $100,000 $ 60,000Audit Committee Chair . . . . . . . . . . . . . . . . . . . . . . . . . $25,000 $ 25,000Audit Committee Member . . . . . . . . . . . . . . . . . . . . . . . $10,000 $ 10,000Nominating, Governance & Compliance Committee

Chair . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $15,000 $ 15,000Management, Development & Compensation Committee

Chair . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $20,000 $ 15,000

(1) The table above reflects full year fee structures that were in effect during fiscal 2015. Our boardmembers are also reimbursed for expenses incurred in attending board and committee meetings orperforming other services for us in their capacities as directors. Such expenses include food,lodging, and transportation.

In addition to the compensation described above, our board governance principles encouragedirectors to attend certain continuing education courses that are related to their duties as directors andprovide that we will reimburse the costs associated with attending one course every two years. TEConnectivity will also provide company matching gift contributions on behalf of certain directors underTE Connectivity’s matching gift program up to a maximum of $10,000 per year.

Each non-employee director received the equity component of their compensation in the form of agrant of common shares of TE Connectivity Ltd., with the exception of Dr. Gromer, who received theequity component of his compensation in the form of deferred stock units (‘‘DSUs’’). Under currentU.S. tax law, our U.S.-based non-employee directors cannot defer any portion of their compensation,including DSUs, and therefore, they were issued common shares (which are immediately taxable) inlieu of DSUs. Because Dr. Gromer is a German citizen, he receives his equity compensation in theform of DSUs. DSUs awarded to Dr. Gromer vested immediately upon grant, and will be paid incommon shares within 30 days following termination (subject to the previously-existing option ofdeferring the payout). Dividend equivalents or additional DSUs are credited to a non-employeedirector’s DSU account when dividends or distributions are paid on our common shares.

Fiscal year 2016 compensation for non-employee directors will be substantially the same as fiscalyear 2015.


The following table discloses the cash and equity awards paid to each of our non-employeedirectors during the fiscal year ended September 25, 2015.

Fees Earned or Stock All OtherPaid in Cash(1) Awards(2) Compensation(3) Total

($) ($) ($) ($)Name (b) (c) (g) (h)

Pierre R. Brondeau . . . . . . . . . . . . . . . . . . . . . . . $120,417 $172,815 $25,135 $318,367Juergen W. Gromer . . . . . . . . . . . . . . . . . . . . . . . $100,000 $172,815 $47,238 $320,053William A. Jeffrey . . . . . . . . . . . . . . . . . . . . . . . . $ 90,000 $172,815 $ 0 $262,815Yong Nam . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 90,000 $172,815 $ 0 $262,815Daniel J. Phelan . . . . . . . . . . . . . . . . . . . . . . . . . $101,667 $172,815 $31,008 $305,490Frederic Poses(4) . . . . . . . . . . . . . . . . . . . . . . . . . $ 85,417 $118,818 $ 7,932 $212,167Lawrence Smith(5) . . . . . . . . . . . . . . . . . . . . . . . . $ 68,750 $172,815 $19,822 $261,387Paula A. Sneed . . . . . . . . . . . . . . . . . . . . . . . . . . $ 90,000 $172,815 $28,595 $291,410David P. Steiner . . . . . . . . . . . . . . . . . . . . . . . . . $100,417 $172,815 $25,135 $298,367John C. Van Scoter . . . . . . . . . . . . . . . . . . . . . . . $ 90,000 $172,815 $ 9,091 $271,906Laura H. Wright . . . . . . . . . . . . . . . . . . . . . . . . . $108,750 $172,815 $10,000 $291,565

(1) The amounts shown represent the amount of cash compensation earned in fiscal year 2015 forBoard and committee services. Dr. Brondeau received additional fees for his work as LeadIndependent Director for fiscal year 2015 (starting March 2015). Effective March 2015,Dr. Brondeau, Mr. Phelan and Ms. Wright each received additional fees for their role as chairs ofthe Nominating, Governance and Compliance Committee, the Management Development andCompensation Committee and the Audit Committee, respectively. Dr. Brondeau and Ms. Wrighteach received an additional Audit Committee cash retainer for serving on the committee untilMarch 2015. Mr. Steiner received an additional Audit Committee cash retainer for serving on thecommittee for two months during the third quarter and Dr. Gromer received an additional AuditCommittee cash retainer for serving on the committee for fiscal 2015.

(2) On November 10, 2014, Dr. Brondeau, Dr. Jeffrey, Mr. Nam, Mr. Phelan, Mr. Smith, Ms. Sneed,Mr. Steiner, Mr. Van Scoter and Ms. Wright each received a grant of 2,810 common shares.Dr. Gromer received an award of 2,810 DSUs. In determining the number of common shares andDSUs to be issued, we used the average daily closing price for the 20-day period prior to the grantdate ($56.94 per share), the same methodology used to determine employee equity awards. Thegrant date fair value of these awards, as shown above for fiscal year 2015, was calculated by usingthe closing price of TE Connectivity Ltd. common shares on the date of grant ($61.50 per share).The common shares and DSUs vested immediately and non-employee directors receive dividendequivalents in connection with any DSU award granted to them. As of fiscal 2015 year-end, theaggregate number of DSUs outstanding for each non-employee director was as follows:Dr. Brondeau—12,334; Dr. Gromer—38,512; Mr. Phelan—12,334; Ms. Sneed—15,140;Mr. Steiner—12,334; Mr. Van Scoter—6,605;

(3) The amounts shown represent the value of dividend equivalent units earned on current and priorDSU awards calculated using the market value on the date of the dividend, company matching giftcontributions made on behalf of certain directors under TE Connectivity’s matching gift program,and amounts reimbursed to Mr. Phelan for expenses incurred when attending a continuingeducation course. The $47,238 amount reported for Dr. Gromer is the dividend equivalent unitamount earned on his DSU awards.

(4) On November 10, 2015, Mr. Poses received a fiscal 2015 stock award of 1,405 common shares andan additional 527 common shares for serving as Lead Independent Director and retired from theBoard effective March 3, 2015. The number of common shares issued to Mr. Poses was determined


in the same manner applied to all grants on November 10, 2014 and reflects a pro-ration of hisservice during fiscal 2015. Cash compensation for Mr. Poses was pro-rated for his service duringfiscal 2015.

(5) Cash compensation for Mr. Smith was pro-rated for his service during fiscal 2015.

In connection with his nomination to the Board of Directors, the company entered into a boardconsulting agreement with director nominee Carol A. (‘‘John’’) Davidson effective November 2015 andalso with Mark C. Trudeau effective September 2015 through the date of the Annual General Meeting,to enable each of Messrs. Davidson and Trudeau to attend Board meetings in preparation for each oftheir proposed director role, under which Mr. Davidson received compensation of $22,500 andMr. Trudeau received compensation of $45,000.

Charitable Contributions

Our Board Governance Principles require that the Nominating, Governance and ComplianceCommittee approve all charitable donations by TE Connectivity to organizations associated with adirector. The amount of any such donation is limited to an amount annually that is less than thegreater of $1 million or 2% of such tax exempt organization’s consolidated gross revenues.Furthermore, charitable director matching gift donations by TE Connectivity are limited to matchingdonations in an amount no greater than the amount contributed by the Director, and consistent withTE Connectivity’s employee matching gift program.

TE Connectivity’s Political Action Committee Charitable Match Program

TE Connectivity matches fifty cents for each dollar contributed by a director to the TEConnectivity, Inc. Political Action Committee (TELPAC). This match may be designated by the directorto an eligible public charity of their choice. Eligible organizations include, but are not limited to:colleges, private universities, private and public elementary and secondary schools, civic, arts andculture, health and human service agencies, and environmental organizations.


CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

All relationships and transactions in which the company and our directors and executive officers ortheir immediate family members are participants were reviewed to determine whether such personshave a direct or indirect material interest. As required under SEC rules, transactions that aredetermined to be directly or indirectly material to a related person are disclosed in the company’sproxy statement. In addition, we have adopted a written policy with respect to related persontransactions pursuant to which the Nominating, Governance and Compliance Committee reviews andapproves or ratifies any related person transaction that is required to be disclosed. In the course of itsreview and approval or ratification of a disclosable related person transaction, the committee considerswhether the transaction is fair and reasonable to the company and will take into account, among otherfactors it deems appropriate:

• whether the transaction is on terms no less favorable than terms generally available to anunaffiliated third-party under the same or similar circumstances;

• the extent of the related person’s interest in the transaction and the materiality of thetransaction to the company;

• the related person’s relationship to the company;

• the material facts of the transaction, including the proposed aggregate value of the transaction;

• the business purpose for and reasonableness of the transaction, taken in the context of thealternatives available to the company for attaining the purposes of the transaction;

• whether the transaction is in the ordinary course of the company’s business and was proposedand considered in the ordinary course of business; and

• the effect of the transaction on the company’s business and operations, including on thecompany’s internal control over financial reporting and system of disclosure controls orprocedures, and any additional conditions or controls (including reporting and reviewrequirements) that should be applied to such transaction.

Any member of the committee who is a related person with respect to a transaction under reviewmay not participate in the deliberations or vote respecting approval or ratification of the transaction,provided, however, that such director may be counted in determining the presence of a quorum at ameeting at which the committee considers the transaction.

Frederic Poses, a former director, is Chief Executive Officer and an equity owner of AscendPerformance Materials (‘‘Ascend’’), a private manufacturer of nylon related chemicals, resins and fibersfor commercial and industrial products. TE Connectivity made $3.0 million in purchases from Ascendduring the first and second quarters of fiscal year 2015 prior to Mr. Poses’ departure from our Boardof Directors. David Steiner, a director, is the Chief Executive Officer of Waste Management, Inc., aprovider of waste management services, from which TE Connectivity made $0.2 million in purchasesduring fiscal year 2015. Such transactions were arms-length commercial dealings between thecompanies, none of which are material individually or in the aggregate. The committee has reviewedand approved or ratified these transactions.


SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act requires TE Connectivity’s executive officers anddirectors and persons who beneficially own more than ten percent of TE Connectivity’s common sharesto file electronically reports of ownership and changes in ownership of such common shares with theSEC and NYSE. These persons are required by SEC regulations to furnish TE Connectivity with copiesof all Section 16(a) forms they file. As a matter of practice, TE Connectivity’s administrative staffassists TE Connectivity’s executive officers and directors in preparing initial reports of ownership andreports of changes in ownership and files those reports on their behalf. Based on TE Connectivity’sreview of such forms, as well as information provided and representations made by the reportingpersons, TE Connectivity believes that all of its executive officers, directors and beneficial owners ofmore than ten percent of its common shares complied with the reporting requirements of Section 16(a)during TE Connectivity’s fiscal year ended September 25, 2015.

AUDIT COMMITTEE REPORT

The information contained in the report below shall not be deemed to be ‘‘soliciting material’’ or to be‘‘filed’’ with the SEC, nor shall such information be incorporated by reference into any future filing underthe Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to theextent that the company specifically incorporates it by reference in such filing.

During our fiscal year ended September 25, 2015, the Audit Committee of the Board was initiallycomprised of four directors. Lawrence S. Smith served as chair through March 2, 2015 when Laura H.Wright, who served on the committee for the full year, became chair. Juergen W. Gromer also servedas a member of the Committee for the full year. Pierre R. Brondeau served as a member of theCommittee through March 2, 2015 and Lawrence Smith served as a member of the Committee until hisdeath in April 2015. David P. Steiner became a member of the Committee on May 1, 2015. The Boardof Directors determined that each of the members of the Audit Committee met the independence andexperience requirements of the NYSE and applicable federal regulations. In addition, Mr. Smith,Dr. Brondeau and Ms. Wright were determined by the Board to be audit committee financial experts.

The Audit Committee operates under a charter approved by the Board of Directors. A summarydescription of the duties and powers of the Audit Committee can be found in ‘‘The Board of Directorsand Board Committees’’ section of this proxy statement. The Audit Committee oversees the company’sfinancial reporting process on behalf of the Board. Management has the primary responsibility for thefinancial statements and the reporting process, assures that the company develops and maintainsadequate financial controls and procedures, and monitors compliance with these processes. Thecompany’s independent registered public accounting firm (the ‘‘independent auditor’’) is responsible forperforming an audit of the consolidated year-end financial statements in accordance with the standardsof the Public Company Accounting Oversight Board (‘‘PCAOB’’) (United States) to obtain reasonableassurance that the company’s consolidated financial statements are free from material misstatement andexpressing an opinion on the conformity of the financial statements with accounting principles generallyaccepted in the United States. The company’s Swiss registered auditor is responsible for performing anaudit of the statutory financial statements of TE Connectivity Ltd. prepared in accordance with Swisslaw and the company’s articles of association. The internal auditors are responsible to the AuditCommittee and the Board for testing the integrity of the financial accounting and reporting controlsystems and such other matters as the Audit Committee and Board determine. The company’s specialauditor is responsible for delivering reports in accordance with Swiss law confirming that thereceivables of the creditors of the company will be fully covered by assets after giving effect to anyreductions of capital in connection with shareholders’ approvals of distributions to shareholders in theform of capital reductions or under other circumstances.


In this context, the Audit Committee has reviewed the consolidated financial statements in TEConnectivity’s Annual Report on Form 10-K for the fiscal year ended September 25, 2015. TheCommittee held discussions with management, the internal auditors, the independent auditor and theSwiss registered auditor concerning the consolidated financial statements, as well as the independentauditor’s and Swiss registered auditor’s opinions thereon. The Committee also discussed withmanagement, the internal auditors and the independent auditor the report of management and theindependent auditor’s opinion regarding the company’s internal control over financial reportingrequired by Section 404 of the Sarbanes-Oxley Act of 2002. Management represented to the Committeethat the company’s consolidated financial statements were prepared in accordance with generallyaccepted accounting principles in the United States. The Audit Committee reviewed and discussed thestatutory financial statements of TE Connectivity Ltd. with management, the internal auditors and theSwiss registered auditor, as well as the Swiss registered auditor’s opinion thereon. The Committeeroutinely reviewed and discussed with management and the Ombudsman any concerns from employeesor external constituencies (including investors, suppliers and customers) about the company’saccounting, internal accounting controls or auditing matters.

The Committee discussed with the independent auditor all communications required by auditingstandards of the PCAOB (United States). In addition, the Committee discussed with the independentauditor the auditor’s independence from TE Connectivity and its management, including the matters inthe letter received from the independent auditor regarding the independent auditor’s communicationswith the Audit Committee concerning independence.

Based upon the Committee’s review and discussions referred to above, the Committeerecommended that the Board include the company’s audited consolidated financial statements in TEConnectivity’s Annual Report on Form 10-K for the fiscal year ended September 25, 2015 filed with theSecurities and Exchange Commission. The Committee further recommended that the audited statutoryfinancial statements of TE Connectivity Ltd., together with the company’s audited consolidatedfinancial statements, be included in the company’s Annual Report to Shareholders for the fiscal yearended September 25, 2015.

The Audit Committee:

Laura H. Wright, ChairJuergen W. GromerDavid P. Steiner

December 1, 2015


AGENDA ITEM NO. 4—ELECTION OF THE INDEPENDENT PROXY


Our Board of Directors proposes that Dr. Jvo Grundler, of Ernst & Young Ltd., or anotherindividual representative of Ernst & Young Ltd. if Dr. Grundler is unable to serve at the meeting, beelected to serve as the independent proxy at our 2017 annual general meeting of shareholders and alsoat any shareholder meeting that may be held prior to the 2017 annual general meeting.

Explanation

Under Swiss law, our shareholders must elect an independent proxy to serve as a voting proxy atour shareholder meetings for shareholders who wish to vote at the meeting by proxy. The main task ofthe independent proxy is to vote shares held by shareholders of record at the shareholder meeting ifinstructed to do so by the shareholder. The independent proxy will vote the shares as instructed by theshareholder. If the shareholder authorized the independent proxy to vote the shareholders’ shareswithout giving instructions, the independent proxy will abstain from voting the shares.

Vote Requirement to Approve Agenda Item

The approval of a majority of the votes cast at the meeting, whether in person or by proxy, isrequired for approval of Agenda Item No. 4.

Recommendation

The Board of Directors recommends a vote ‘‘FOR’’ approval of Agenda Item No. 4.


AGENDA ITEM NO. 5—APPROVAL OF THE ANNUAL REPORTAND FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED SEPTEMBER 25, 2015

Agenda Item No. 5.1—Approval of the 2015 Annual Report of TE Connectivity Ltd. (excluding thestatutory financial statements for the fiscal year ended September 25, 2015, the consolidatedfinancial statements for the fiscal year ended September 25, 2015 and the Swiss CompensationReport for the fiscal year ended September 25, 2015)


Our Board of Directors proposes that the 2015 Annual Report of TE Connectivity Ltd. (excludingthe statutory financial statements for the fiscal year ended September 25, 2015, the consolidatedfinancial statements for the fiscal year ended September 25, 2015 and the Swiss Compensation Reportfor the fiscal year ended September 25, 2015) be approved.

Explanation

Our 2015 Annual Report, which accompanies this proxy statement, includes the statutory financialstatements of TE Connectivity Ltd. (which do not consolidate the results of operations for oursubsidiaries) for the fiscal year ended September 25, 2015 and the TE Connectivity Ltd. consolidatedfinancial statements for the fiscal year ended September 25, 2015 and contains the reports of our Swissregistered auditor and our independent registered public accounting firm, as well as information on ourbusiness and organization. Copies of our 2015 Annual Report and this proxy statement are available onthe Internet at http://www.te.com/TEAnnualMeeting.

Under Swiss law, certain portions of our annual report must be submitted to shareholders forapproval or disapproval at each annual general meeting. This agenda item must be submitted toshareholders for approval or disapproval in addition to the statutory financial statements and theconsolidated financial statements, which are presented separately for approval as Agenda Items No. 5.2and No. 5.3, respectively.



The approval of a majority of the votes cast at the meeting, whether in person or by proxy, isrequired for approval of Agenda Item No. 5.1.

Recommendation

The Board of Directors recommends a vote ‘‘FOR’’ approval of Agenda Item No. 5.1.

Agenda Item No. 5.2—Approval of the statutory financial statements of TE Connectivity Ltd. for thefiscal year ended September 25, 2015


Our Board of Directors proposes that the statutory financial statements of TE Connectivity Ltd.for the fiscal year ended September 25, 2015 be approved.

Explanation

TE Connectivity Ltd.’s statutory financial statements for the fiscal year ended September 25, 2015are contained in our 2015 Annual Report, which accompanies this proxy statement. Our 2015 Annual


Report also contains the report of our Swiss registered auditor with respect to the statutory financialstatements of TE Connectivity Ltd.

Under Swiss law, our statutory financial statements must be submitted to shareholders for approvalor disapproval at each annual general meeting.


Deloitte AG, Zurich, Switzerland, as our Swiss registered auditor, has issued an unqualifiedrecommendation to the Annual General Meeting that the statutory financial statements of TEConnectivity Ltd. for the fiscal year ended September 25, 2015 be approved. As our Swiss registeredauditor, Deloitte AG has expressed its opinion that the statutory financial statements for the fiscal yearended September 25, 2015 comply with Swiss law and our articles of association and has reported onother legal requirements. Representatives of Deloitte AG will attend the Annual General Meeting andwill have an opportunity to make a statement if they wish. They also will be available to answerappropriate questions at the meeting.



Recommendation


Agenda Item No. 5.3—Approval of the consolidated financial statements of TE Connectivity Ltd. forthe fiscal year ended September 25, 2015


Our Board of Directors proposes that the consolidated financial statements of TEConnectivity Ltd. for the fiscal year ended September 25, 2015 be approved.

Explanation

Our consolidated financial statements for the fiscal year ended September 25, 2015 are containedin our 2015 Annual Report, which accompanies this proxy statement. Our 2015 Annual Report alsocontains the report of our Swiss registered auditor with respect to the consolidated financial statements.

Under Swiss law, our consolidated financial statements must be submitted to shareholders forapproval or disapproval at each annual general meeting.


Deloitte AG, Zurich, Switzerland, as our Swiss registered auditor, has issued an unqualifiedrecommendation to the Annual General Meeting that the consolidated financial statements of TEConnectivity Ltd. for the fiscal year ended September 25, 2015 be approved. As our Swiss registeredauditor, Deloitte AG has expressed its opinion that the consolidated financial statements present fairly,in all material respects, the financial position, the results of operations and the cash flows of TEConnectivity in accordance with accounting principles generally accepted in the United States ofAmerica (U.S. GAAP) and comply with Swiss law and has reported on other legal requirements.


Representatives of Deloitte AG will attend the Annual General Meeting and will have an opportunityto make a statement if they wish. They also will be available to answer appropriate questions at themeeting.



Recommendation



AGENDA ITEM NO. 6—RELEASE OF THE MEMBERS OF THE BOARD OF DIRECTORS ANDEXECUTIVE OFFICERS FOR ACTIVITIES DURING THE FISCAL YEAR ENDED

SEPTEMBER 25, 2015


Our Board of Directors proposes that shareholders release the members of the Board of Directorsand executive officers of TE Connectivity from liability for their activities during the fiscal year endedSeptember 25, 2015.

Explanation

As is customary for Swiss corporations and in accordance with article 698, subsection 2, item 5 ofthe Swiss Code of Obligations (the ‘‘Swiss Code’’), shareholders are requested to release the membersof the Board of Directors and the executive officers of TE Connectivity from liability for their activitiesduring the fiscal year ended September 25, 2015. This release from liability claims brought by TEConnectivity or its shareholders against members of the Board of Directors and executive officers ofTE Connectivity for activities carried out during the fiscal year ended September 25, 2015 is onlyeffective with respect to facts that have been disclosed to shareholders. This release binds shareholderswho either voted in favor of the agenda item or who subsequently acquired shares with knowledge ofthe resolution. Registered shareholders that do not vote in favor of this agenda item are not bound bythe result for a period ending six months after the vote.


The approval of a majority of the votes cast at the meeting, whether in person or by proxy, notcounting the votes of any director or executive officer of TE Connectivity, is required for approval ofAgenda Item No. 6.

Recommendation



AGENDA ITEM NO. 7—ELECTION OF AUDITORS

Agenda Item No. 7.1—Election of Deloitte & Touche LLP as our independent registered publicaccounting firm for the fiscal year ending September 30, 2016


Our Board of Directors proposes that our shareholders elect Deloitte & Touche LLP as ourindependent registered public accounting firm for the fiscal year ending September 30, 2016.

Explanation

The election of our independent registered public accounting firm is recommended by our AuditCommittee to the Board of Directors for approval by our shareholders annually. The Audit Committeereviews both the audit scope and estimated fees for professional services for the coming year. TheAudit Committee has recommended the ratification of the engagement of Deloitte & Touche LLP asour independent registered public accounting firm for the fiscal year ending September 30, 2016.

Representatives of Deloitte & Touche LLP will attend the Annual General Meeting and will havean opportunity to make a statement if they wish. They also will be available to answer appropriatequestions at the meeting.

Independent Auditor Fee Information

Aggregate fees for professional services rendered by Deloitte & Touche LLP, the member firms ofDeloitte Touche Tohmatsu, and their respective affiliates as of and for the fiscal years endedSeptember 25, 2015 and September 26, 2014 are set forth below. The aggregate fees included in theaudit fees category are fees related to the fiscal years for the services described below, irrespective ofwhen services are rendered. The aggregate fees included in each of the other categories are fees forservices rendered in the fiscal years for the services described below. (All references to ‘‘$’’ below areto United States dollars.)

Fiscal Years 2015 and 2014 Fees

Fiscal Year 2015 Fiscal Year 2014

Audit Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $14,748,000 $15,513,000Audit-Related Fees . . . . . . . . . . . . . . . . . . . . . . . . . 1,775,000 2,271,000Tax Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 118,000 212,000All Other Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28,000 14,000

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $16,669,000 $18,010,000

Audit fees for the fiscal years ended September 25, 2015 and September 26, 2014 were forprofessional services rendered for the annual audits of the consolidated financial statements of thecompany including the audits of internal control over financial reporting, review of quarterly financialstatements included in the company’s quarterly reports on Form 10-Q, consents, registration statements,statutory audits and regulatory filings in foreign jurisdictions.

Audit-related fees for the fiscal year ended September 25, 2015 were for audits of carve-outfinancial statements.

Tax fees for the fiscal years ended September 25, 2015 and September 26, 2014 were primarily fortax compliance services.

Other fees for the fiscal years ended September 25, 2015 and September 26, 2014 were forsubscriptions and miscellaneous advisory services.


None of the services described above were approved by the Audit Committee under the deminimis exception provided by Rule 2-01(c)(7)(i)(C) under Regulation S-X.

Policy for the Pre-Approval of Audit and Non-Audit Services

The Audit Committee adopted a pre-approval policy that provides guidelines for the audit, audit-related, tax and other permissible non-audit services that may be provided by the independent auditor.The policy identifies the principles that must be considered by the Audit Committee in approvingservices to ensure that the auditor’s independence is not impaired. The policy provides that theCorporate Controller will support the Audit Committee by providing a list of proposed services to theAudit Committee, monitoring the services and fees pre-approved by the Audit Committee, providingperiodic reports to the Audit Committee with respect to pre-approved services and ensuring compliancewith the policy.

Under the policy, the Audit Committee annually pre-approves the audit fee and terms of theengagement, as set forth in the audit engagement letter. These services may not extend for more thantwelve months, unless the Audit Committee specifically provides for a different period. All audit-relatedservices and non-audit tax services must be separately pre-approved by the Audit Committee. Theindependent auditor may not begin work on any engagement without confirmation of Audit Committeepre-approval from the Corporate Controller or his delegate.

In accordance with the policy, the Audit Committee may delegate one or more of its members theauthority to pre-approve the engagement of the independent auditor when the entire Audit Committeeis unable to do so. The chair must report all such pre-approvals to the Audit Committee at the nextcommittee meeting.



Recommendation


Agenda Item No. 7.2—Election of Deloitte AG, Zurich, Switzerland as our Swiss registered auditoruntil our next annual general meeting


Our Board of Directors proposes that Deloitte AG, Zurich, Switzerland be elected as thecompany’s Swiss registered auditor until our next annual general meeting.

Explanation

Under Swiss law, our shareholders must elect an independent Swiss registered public accountingfirm. The Swiss registered auditor’s main task is to audit our consolidated financial statements and thestatutory financial statements of TE Connectivity. Our Board of Directors has recommended thatDeloitte AG, Zurich, Switzerland, be elected as our Swiss registered auditor for our consolidatedfinancial statements and the statutory financial statements of TE Connectivity Ltd.

Representatives of Deloitte AG will attend the Annual General Meeting and will have anopportunity to make a statement if they wish. They also will be available to answer appropriatequestions at the meeting.


For independent auditor fee information and information on our pre-approval policy of audit andnon-audit services, see Agenda Item No. 7.1. See the Audit Committee Report included in this proxystatement for additional information about our Swiss registered auditors.



Recommendation


Agenda Item No. 7.3—Election of PricewaterhouseCoopers AG, Zurich, Switzerland as special auditingfirm until our next annual general meeting


Our Board of Directors proposes that PricewaterhouseCoopers AG, Zurich, Switzerland be electedas our special auditing firm until our next annual general meeting.

Explanation

Under Swiss law, special reports by an auditor are required in connection with certain corporatetransactions, including certain types of increases and decreases in share capital.



Recommendation



AGENDA ITEM NO. 8—ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION


Our Board of Directors proposes that shareholders approve, on an advisory (non-binding) basis,the compensation of our named executive officers. We explain this compensation pursuant to thecompensation disclosure rules of the SEC in the Compensation Discussion and Analysis, the Fiscal2015 Summary Compensation table, and related tables and discussions in this proxy statement.

Explanation

This proposal gives shareholders the opportunity to cast a non-binding advisory vote to approvethe compensation of our named executive officers. This vote often is referred to as ‘‘say-on-pay.’’

As described in our CD&A, which begins on page 33, TE Connectivity’s executive compensationphilosophy is designed to deliver competitive total compensation that will reward executives forachieving business unit and corporate performance objectives and will attract, motivate and retainleaders who will drive the creation of shareholder value. In order to implement that philosophy, theManagement Development and Compensation Committee (the ‘‘MDCC’’) has established a disciplinedprocess for adopting executive compensation programs and individual executive officer pay packages.Among other things, the MDCC analyzes competitive market data, reviews each executive officer’s roleand performance assessment, and consults with an independent compensation consultant.

Our executive compensation program has several features that were designed to ensure thatcompensation is consistent with TE Connectivity’s executive compensation philosophy. The itemshighlighted below are described in more detail in the CD&A.

• For fiscal year 2015, 50% of the value of each executive officer’s annual long-term incentiveaward is in the form of stock options and 30% is in the form of performance stock units to drivelong-term performance and alignment with shareholder interests.

• Awards of stock options and restricted stock units have a four-year vesting period, and awards ofperformance stock units have a three-year cliff vesting period, to further emphasize long-termperformance and executive officer commitment.

• Our annual incentive plan incorporates four financial or operational performance metrics inorder to properly balance risk with compensation incentives.

• The annual incentive program incorporates a cap on the maximum payout to further managerisk and reduce the possibility of excessive payments.

• Through our compensation risk assessment process, we have determined that our incentivecompensation programs are not reasonably likely to create a material risk to the company.

• Our Share Ownership and Retention Requirement Plan, together with the design of thelong-term incentive awards, drives long-term executive stock ownership.

Our executive compensation philosophy emphasizes performance-based pay. The Pay Mix chart inthe CD&A demonstrates that in fiscal year 2015, performance-based incentives constituted at least66%, and as much as 76%, of compensation for the named executive officers. Similarly, since TEConnectivity became a public company in 2007, pay levels have been relatively low in fiscal years inwhich the company has not met its target performance measures and relatively high in years in whichcompany performance has been strong.

We encourage shareholders to read the CD&A, which discusses in greater detail how ourcompensation policies and procedures align with our executive compensation philosophy. The MDCCbelieves that our executive compensation programs and executive officer pay levels are consistent with


our executive compensation philosophy, fully support the goals of that philosophy, and provide anappropriate balance between risk and incentives.

We are asking our shareholders to indicate their support for our named executive officercompensation as described in this proxy statement.

Text of the Shareholder Resolution

IT IS RESOLVED, that shareholders of TE Connectivity Ltd. approve, on an advisory basis, thecompensation of the named executive officers of the company, as disclosed in the proxy statement forthe 2016 Annual General Meeting pursuant to the compensation disclosure rules of the Securities andExchange Commission, including the Compensation Discussion and Analysis, the Fiscal 2015 SummaryCompensation table, and the other related tables and discussions.


The approval of a majority of the votes cast at the meeting, whether in person or by proxy, isrequired to approve Agenda Item No. 8. The vote is not binding on the company, the MDCC or ourBoard. Nevertheless, our Board and the MDCC value the opinions of our shareholders and we willconsider those opinions when designing compensation programs and individual executive compensationpackages.

Recommendation



AGENDA ITEM NO. 9—BINDING VOTE TO APPROVE FISCAL YEAR 2017 MAXIMUMAGGREGATE COMPENSATION AMOUNT FOR EXECUTIVE MANAGEMENT


Our Board of Directors proposes that shareholders approve $59.5 million as the maximumaggregate compensation that can be paid, granted or promised to the members of ExecutiveManagement in fiscal year 2017.

Explanation

The proposal described in this Agenda Item No. 9 gives shareholders the opportunity to approve,in accordance with Swiss Ordinance Against Excessive Compensation, on a binding basis, the maximumaggregate amount of compensation that can be paid, granted or promised to the members of ExecutiveManagement for our fiscal year ending September 29, 2017 (‘‘fiscal year 2017’’). The members ofExecutive Management currently include the following 11 senior executives: Thomas J. Lynch,Robert W. Hau, John S. Jenkins, Jane A. Leipold, Kevin N. Rock, Robert N. Shaddock, Joan E.Wainwright, Terrence R. Curtin, Joseph B. Donahue, Steven T. Merkt, and James O’Toole (see positiontitles on page 30). The requirement to obtain shareholder approval of the compensation of theExecutive Management is effective for compensation paid in fiscal year 2016 and after.

The general principles of the company’s executive compensation program are described inarticle 25 of our articles of association. A more detailed description of our executive compensationprograms currently in effect and the actual amounts paid to the Chief Executive Officer and othernamed executive officers for fiscal year 2015 are described in our Compensation Discussion & Analysis(‘‘CD&A’’), which begins on page 33. As described more fully in the CD&A, the ManagementDevelopment and Compensation Committee has established and follows a disciplined process inadopting our executive compensation programs and in making individual executive compensationdeterminations. That process has been followed since the company came into existence as a publicly-traded company in fiscal year 2007, has been followed in fiscal year 2016 and we expect will continue tobe followed in fiscal year 2017 and beyond. We urge our shareholders to read our articles of associationand the CD&A to understand our executive compensation philosophy and process when consideringthis proposal.

In addition, shareholders have had the opportunity since 2011 under U.S. law to cast a non-bindingadvisory vote to approve the compensation paid to our named executive officers, although that approvalis for compensation paid in the business year preceding the Annual General Meeting of Shareholders.(Shareholders should understand that U.S. proxy rules require disclosure of the compensation of ournamed executive officers and a non-binding shareholder vote on the compensation paid to those namedexecutive officers. The Swiss Ordinance requires a binding shareholder vote for the aggregatecompensation of the 11 members of Executive Management listed above.) Our shareholders haveconsistently voiced their strong support for the company’s executive compensation programs, providingapproval of the non-binding proposals in each year since 2011, the year that the non-bindingshareholder advisory vote requirement became effective. For fiscal years 2011, 2012, 2013 and 2014, theshareholder approval levels have been 80.8%, 89.5%, 90.0% and 89.6%, respectively. The non-bindingadvisory vote required under U.S. law is still in effect, so our shareholders are again provided theopportunity to cast a non-binding advisory vote to approve the compensation paid to the namedexecutive officers in fiscal year 2015, as is more fully discussed in Agenda Item No. 8.

For fiscal year 2017, we ask that shareholders approve maximum aggregate compensation that canbe paid, granted or promised to the members of Executive Management in an amount not to exceed$59.5 million. Our shareholders should understand that this amount is the maximum amount that thecompany can pay, grant or promise to its Executive Management (other than additional amounts thatmay be payable to persons who newly assume Executive Management functions or who are promoted


within Executive Management during fiscal year 2017) and has been calculated using very conservativeassumptions in order to provide the Board and company management wide flexibility to rewardextremely superior performance across all businesses and to address unforeseen circumstances thatmight arise during fiscal year 2017. The table below provides insight to our maximum amounts ofcompensation that could have been paid, granted or promised in the last fully completed fiscal year(fiscal year 2015), the maximum amounts approved to be paid, granted or promised for the 2016 fiscalyear and our estimates for maximum compensation levels for the 2017 fiscal year. The commentsprovide insight into the assumptions we have used to make the estimates.

Fiscal Year Fiscal YearFiscal Year 2016 2017

2015 Maximum MaximumMaximum Approved Requested$ million $ million $ million Comment

Base Salaries $ 7.0 $ 7.3 $ 7.4 • Fiscal Year 2017 Maximum Requestedassumes a 3.5% salary increase budget. Itshould be noted that only one member ofExecutive Management received anincrease for Fiscal Year 2016.

Annual Incentives(1) $13.0 $13.6 $14.3 • Fiscal Year 2017 Maximum Requestedannual incentive amount is based on the2017 base salary amount (as describedabove) and a payout at the maximumpayout of 200% of target, available onlyupon achievement of superior performance.

Long Term Incentives $30.3 $33.3 $34.3 • Maximum Approved reflects the totalequity pool available for ExecutiveManagement assuming all grants weremade at the range maximum of 150% oftarget.

Other Compensation $ 3.2 $ 3.5 $ 3.5 • All numbers are based on othercompensation components as reported inthe 2015 Proxy Statement.

Total Compensation $53.5 $57.7 $59.5 • Reflects a 3% increase over the Fiscal Year2016 Maximum Approved

(1) Actual payouts are based on measures that support our strategic business objectives (which areapproved by our board of directors). To achieve 200% payout, maximum performance objectives wouldneed to be met. See page 45 of CD&A.

We do not anticipate that the aggregate amount paid to members of Executive Management infiscal year 2017 will be at the maximum amount requested. Actual compensation paid to ExecutiveManagement in fiscal year 2015 was $48.5 million (includes grant date fair value of fiscal year 2015equity grants). We anticipate fiscal year 2016 compensation to range between $46.5 million and$57.7 million (includes grant date fair value of fiscal year 2016 equity grants). Actual fiscal year 2016level is dependent on our performance pursuant to our Annual Incentive Plan as described in theCD&A on pages 43–47. For fiscal year 2016, amounts paid to members of Executive Management havebeen or will be awarded under the same or substantially similar executive compensation programs andunder substantially the same terms as those in effect in fiscal year 2015. For a description of the basesalary adjustments and fiscal year 2016 long term equity awards granted to our current named executiveofficers, please refer to the CD&A on pages 43 and 50–51. The fiscal year 2016 annual incentiveprogram has likewise been designed with terms and conditions substantially similar to the fiscal year2015 program, with performance goals for fiscal year 2016 adjusted to reflect our fiscal year 2016financial plan and strategic needs. We expect to make fiscal year 2017 compensation awards in thesame or substantially similar manner, utilizing our current executive compensation programs and


adjusting performance goals to reflect fiscal year 2016 performance, our fiscal year 2017 financial planand the strategic needs of the company for fiscal year 2017.

Assuming current projections for fiscal year 2017 and no unforeseen circumstances occurring, weexpect that the total compensation paid to members of Executive Management for fiscal year 2017 willbe in line with the total compensation amounts paid in fiscal year 2015 and that which will be paid infiscal year 2016, as described in the preceding paragraph, adjusted for base salary increases andcompany performance in fiscal years 2016 and 2017. Nonetheless, we request that our shareholdersapprove the maximum aggregate amount of $59.5 million to assure that the board and managementhave the flexibility to award superior performance across all business units in fiscal year 2017 and/or torespond to unforeseen circumstances that may arise in fiscal year 2017.


The approval of a majority of the votes cast at the meeting, whether in person or by proxy, isrequired to approve Agenda Item No. 9.

Recommendation



AGENDA ITEM NO. 10—BINDING VOTE TO APPROVE FISCAL YEAR 2017MAXIMUM AGGREGATE COMPENSATION AMOUNT FOR

THE BOARD OF DIRECTORS


Our Board of Directors proposes that shareholders approve $3.64 million as the maximumaggregate compensation that can be paid to the Board of Directors in fiscal year 2017.

Explanation

As required by the Swiss Federal Ordinance Against Excessive Compensation, the proposaldescribed in this Agenda Item No. 10 gives shareholders the opportunity to approve, on a bindingbasis, the maximum aggregate amount of compensation that can be paid, granted or promised to themembers of the Board of Directors for our fiscal year ending September 29, 2017 (‘‘fiscal year 2017’’).For purposes of this proposal, the Board of Directors refers only to the outside directors.

The general principles of the company’s compensation program for the Board of Directors aredescribed in article 25 of our articles of association. A more detailed description of our compensationprograms currently in effect for the Board of Directors and the actual amounts paid to each member ofthe Board for fiscal year 2015 are described in our Compensation Discussion & Analysis (‘‘CD&A’’),which begins on page 33. The current program consists of (i) cash retainer amounts, (ii) equity retaineramounts, awarded in the form of company common shares or deferred stock units (for Board membersnot subject to U.S. taxation), and (iii) other miscellaneous benefits. Basic retainer fees for Boardmembers are the same, but additional retainer fees are paid to the Lead Independent Director,committee chairs and members of the Audit Committee.

For fiscal year 2017, we ask that shareholders approve $3.64 million as the maximum aggregatecompensation that can be paid, granted or promised to the Board of Directors. Our shareholdersshould understand that this amount is the maximum amount that the Company can pay, grant orpromise to its Board of Directors in fiscal year 2017 and has been calculated based on the fiscal year2016 Board compensation structure with an additional reserve to provide flexibility to make appropriatefee increases in fiscal year 2017 in light of competitive market practices. The Board of Directors is verythoughtful in its approach to Director Fees and does not react on an annual basis to changes in marketpractice. Although shareholders approved an increase in fees for the Board of Directors for fiscal year2016, the Board determined not to increase the annual retainer fee. Annual retainer fees were lastadjusted in fiscal year 2014.

Any additional increase in the number of directors and the director compensation paid to any newdirector would be presented for shareholder approval pursuant to the Swiss Code, the Swiss OrdinanceAgainst Excessive Compensation and the Company’s articles of association.

The table below first shows the aggregate compensation paid to the Board of Directors in fiscalyear 2015 and the approved maximum aggregate compensation for fiscal year 2016. The table alsoshows our requests for maximum compensation levels for fiscal year 2017. It should be noted that theactual compensation for fiscal year 2015 included nine full year directors and two partial year directors.The approved maximum compensation level for fiscal year 2016 covered ten full year directors. The


request for fiscal year 2017 covers the 10 full year directors who are nominated for election at ourMarch 2016 Annual General Meeting.

Fiscal Year 2015Actual $ million Fiscal Year 2016 Fiscal Year 2017

(9 full year plus 2 Approved $ million Requested $ millionpartial year Directors) (10 full year Directors) (10 full year Directors)

Cash Retainers (including committee $1.05 $1.33 $1.33and Chair fees)

Equity Retainers(1) $1.85 $2.08 $2.08Other Miscellaneous Benefits $0.20 $0.23 $0.23Total Compensation $3.10 $3.64 $3.64

(1) Values represent grant date fair value using the company’s closing stock price on the date of grant.See pages 70–72 of Compensation of Non-Employee Directors for information. Fiscal year 2016Equity Retainer was granted on November 9, 2015 and used a closing stock price equal to $65.95.

We request that our shareholders approve the maximum aggregate amount of $3.64 million toallow the company to have sufficient flexibility to implement any fee adjustments and/or to respond tounforeseen circumstances that may arise in fiscal year 2017.


The approval of a majority of the votes cast at the meeting, whether in person or by proxy, isrequired to approve Agenda Item No. 10.

Recommendation



AGENDA ITEM NO. 11—CARRYFORWARD OF UNAPPROPRIATEDACCUMULATED EARNINGS


Our Board of Directors proposes that shareholders approve that our unappropriated accumulatedearnings of CHF 1,968 million at September 25, 2015 be carried forward in available earnings.

Background

Under Swiss law, the appropriation of available earnings as set forth in our Swiss statutoryfinancial statements must be submitted to shareholders for approval at each annual general meeting. AtSeptember 25, 2015, our balance sheet in our Swiss statutory financial statements reflectedunappropriated accumulated earnings of CHF 1,968 million.



Recommendation



AGENDA ITEM NO. 12—DECLARATION OF DIVIDEND


Our Board of Directors proposes (based on resolutions adopted on December 2, 2015) thatshareholders resolve to make a dividend payment in the amount of $1.48 per issued share out ofreserves from capital contributions in our Swiss statutory accounts on the dates designated below infour equal quarterly installments of $0.37 each to shareholders of record on the dates designated below,starting with the third fiscal quarter of 2016 and ending in the second fiscal quarter of 2017.

Explanation

The Board of Directors proposes that the company pay an ordinary cash dividend in the amountof $1.48 per share out of reserves from capital contributions in our Swiss statutory accounts. Subject tothe cap described below, payment of the dividend will be made in four equal quarterly installments of$0.37, with the first installment to be paid on June 10, 2016 to shareholders of record at the close ofbusiness on May 27, 2016, the second installment to be paid on September 9, 2016 to shareholders ofrecord at the close of business on August 26, 2016, the third installment to be paid on December 9,2016 to shareholders of record at the close of business on November 25, 2016, and the fourthinstallment to be paid on March 10, 2017 to shareholders of record at the close of business onFebruary 24, 2017. Dividend payments will be made with respect to our outstanding share capital onthe record date for the applicable dividend payment. The reduction to our reserves from capitalcontributions in our Swiss statutory accounts, which is required to be made in Swiss francs, will bedetermined based on the aggregate amount of the dividend and will be calculated based on the USD/CHF exchange rate in effect on the date of the Annual General Meeting as published on the websiteof the Swiss National Bank.

If the proposal is approved, the U.S. dollar amount of the dividend will be capped at an amountsuch that the aggregate reduction to our reserves from capital contributions will not exceedCHF 1,040,000,000 (or approximately $2.71 per share based on the USD/CHF exchange rate ofCHF 1.0098 per $1.00 in effect on January 6, 2016). To the extent that a dividend payment wouldexceed the cap, the U.S. dollar per share amount of the current or future dividends will be reduced ona pro rata basis so that the aggregate amount of all dividends paid does not exceed the cap. If the capwere reached, no further installment payments could then be made. In addition, the aggregatereduction in reserves from capital contributions will be increased for any shares issued, and decreasedfor any shares acquired, after the Annual General Meeting and before the record date for theapplicable dividend installment payment.

Our statutory auditor, Deloitte AG, must confirm that the dividend proposal conforms with therequirements of the Swiss Code and our articles of association. The auditor’s report will be available atthe meeting.

Text of the Shareholder Resolution

IT IS RESOLVED, that a dividend of $1.48 per share payable from reserves from capitalcontributions shall be distributed to the shareholders out of the reserves of TE Connectivity Ltd.,to be paid to the shareholders in four equal quarterly installments of $0.37, (1) on June 10, 2016to the shareholders of record on May 27, 2016, (2) on September 9, 2016 to the shareholders ofrecord on August 26, 2016, (3) on December 9, 2016 to the shareholders of record onNovember 25, 2016, and (4) on March 10, 2017 to the shareholders of record on February 24,2017; the U.S. dollar amount of the dividend will be capped at an amount such that the aggregatereduction to our reserves from capital contributions will not exceed CHF 1,040,000,000, so that tothe extent that a dividend payment would exceed the cap, the U.S. dollar per share amount of the


current or future dividends will be reduced on a pro rata basis so that the aggregate amount of alldividends paid does not exceed the cap.



Recommendation



AGENDA ITEM NO. 13—AUTHORIZATION RELATING TO SHARE REPURCHASE PROGRAM


Our Board of Directors proposes that the shareholders authorize TE Connectivity Ltd., accordingto its own discretion, to purchase under its share repurchase program shares of TE Connectivity Ltd.having an aggregate purchase price to the company of up to USD 3,000,000,000. The shares boughtback under this authorization by TE Connectivity Ltd. may be held for cancellation and, if so held andcancelled, will not be subject to the 10% limitation for the aggregate par value of TE Connectivity Ltd.shares owned by the company and its subsidiaries under article 659 of the Swiss Code. The companyintends to submit to shareholders at the 2017 annual general meeting of shareholders for cancellation(to the extent not previously submitted for cancellation) and a share capital reduction (amendment toarticles of association) shares purchased by TE Connectivity Ltd. under this authorization through thefiscal quarter ending December 30, 2016 intended to be cancelled and, if any portion of theauthorization remains outstanding at that date, shares purchased under the remaining portion intendedto be cancelled would be submitted to shareholders for cancellation at subsequent annual generalmeetings, provided that the company could submit repurchased shares for cancellation at anyextraordinary general meeting of shareholders held from time to time.

Explanation

By obtaining shareholders’ approval of the share repurchase program authorization describedabove, as permitted under Swiss law, the company and its subsidiaries may purchase shares ofTE Connectivity Ltd. that could exceed the 10% limitation for shares owned by the company and itssubsidiaries set forth in the Swiss Code. The company announced in January 2015 that the Board ofDirectors had approved an additional USD 3,000,000,000 authorization under the company’s sharerepurchase program which may be used by the company to repurchase shares up to the authorizedamount in future periods. Shares bought back by any subsidiary of the company under the Board’sauthorization would be excluded from this shareholder authorization and would not be submitted toshareholders for cancellation, although such shares, when aggregated with shares bought back byTE Connectivity Ltd., would not exceed the aggregate authorization approved by our Board ofDirectors. The two-step procedure described above, with the shareholders voting on the sharerepurchase program authorization at this Annual General Meeting, and deciding on the definitivecancellation of shares at a subsequent general meeting, has the advantage that, by obtainingshareholders’ approval for the future cancellation of a maximum number of shares, as permitted underSwiss law, these shares may no longer fall within the statutory limit of the Swiss Code. This procedurethereby provides the company with greater flexibility for the company’s capital management and returnof value to shareholders.

Text of Shareholder Resolution

IT IS RESOLVED, that: (1) the meeting of shareholders authorizes TE Connectivity Ltd. topurchase under its share repurchase program shares of TE Connectivity Ltd. having an aggregatepurchase price to the company of up to USD 3,000,000,000, (2) the shares bought back byTE Connectivity Ltd. under this authorization may be held for cancellation and, if so held andcancelled, will not be subject to the 10% limitation for the aggregate par value ofTE Connectivity Ltd. shares owned by the company and its subsidiaries under article 659 of theSwiss Code of Obligations, (3) the legal reserves for treasury shares may be created by reclassifyingunappropriated accumulated earnings, and (4) the amendment of the articles of association ofTE Connectivity Ltd. (reduction of share capital in respect of the actual number of shares so heldfor cancellation) shall be submitted for approval to the annual general meeting of shareholdersheld in 2017 and, if necessary, the annual general meeting of shareholders held in future years,


provided that the submission of repurchased shares for cancellation may be made at anyextraordinary general meeting of shareholders held from time to time.



Recommendation



AGENDA ITEM NO. 14—AUTHORIZED CAPITAL


Our Board of Directors proposes that its authority to issue shares out of the company’s authorizedcapital be approved with respect to 50% of the share capital at the time of the Annual GeneralMeeting and remain in effect for a period ending two years after the date of the Annual GeneralMeeting (March 2, 2018, assuming no postponement or adjournment of the Annual General Meeting),by the shareholders’ approval of a replacement of article 5 as currently reflected in our articles ofassociation by article 5 as proposed. The proposed article 5 of our articles of association is set forth inAppendix B. See also ‘‘Agenda Item No. 15—Approval of Share Capital Reduction for Shares Acquiredunder our Share Repurchase Program’’ which proposes a further amendment to article 5, paragraph 1of our articles of association in connection with a share capital reduction.

Explanation

Our authorized share capital as set forth in article 5 was last approved by our shareholders at ourannual general meeting held on March 6, 2013 and such article lapsed on March 6, 2015 and was notrenewed and extended by our shareholders at our annual general meeting held on March 3, 2015. TheBoard of Directors believes it is advisable and in the best interests of the company to authorize theBoard of Directors to be authorized to issue new authorized capital with respect to 50% of the sharecapital at the time of the Annual General Meeting in accordance with the provisions of the Swiss Codeand our articles of association. The Swiss Code provides that the shareholders may, by amendment tothe articles of association, authorize the Board of Directors to increase the share capital up to amaximum amount of 50% of the share capital at the time of the annual meeting for a period of nolonger than two years from such approval. The amount of authorized capital set forth in article 5,paragraph 1 would be reduced during the two-year period ending on March 2, 2018 proportionately toany reduction to the company’s total authorized share capital approved by the shareholders andeffected during this two-year period, including the share capital reduction proposed for approval underAgenda Item No. 15. Paragraphs 2, 3 and 5 of article 5 remain unchanged from the version adopted byour shareholders at our March 6, 2013 annual general meeting of shareholders (which articlesubsequently lapsed on March 6, 2015 following its two year effective period). Paragraph 4 was revisedto delete subparagraph (f) which previously permitted the Board of Directors to withdraw or limit thepreemptive rights of shareholders for the defense of a takeover bid.

If this Agenda Item is approved, we would seek shareholder approval for share issuances to theextent required under NYSE rules. Under current NYSE rules, shareholder approval is generallyrequired, with certain enumerated exceptions, to issue common shares or securities convertible into orexercisable for common shares in one or a series of related transactions if such common sharesrepresent 20% or more of the voting power or outstanding common shares of the company. NYSErules also require shareholder approval for an issuance of shares that would result in a change ofcontrol of the company, as well as for share issuances in connection with certain benefit plans orrelated party transactions.


IT IS RESOLVED, that the meeting of shareholders approves the replacement of article 5 of thearticles of association of TE Connectivity Ltd. by article 5 as set forth in Appendix B.


The approval of two-thirds of the votes represented and the absolute majority of the par value ofthe votes represented at the meeting, whether in person or by proxy, is required for approval ofAgenda Item No. 14.

Recommendation



AGENDA ITEM NO. 15—APPROVAL OF SHARE CAPITAL REDUCTION FOR SHARESACQUIRED UNDER OUR SHARE REPURCHASE PROGRAM


Our Board of Directors proposes that 34,784,000 shares purchased under our share repurchaseprogram by TE Connectivity Ltd. during the period beginning December 27, 2014 and endingDecember 25, 2015 be cancelled and that, as a result, shareholders approve amendments to our articlesof association to effect the share capital reduction by CHF 19,826,880.00 to CHF 216,189,817.17. Theproposed amendments to article 4, paragraph 1, article 5, paragraph 1 and article 6, paragraph 1 of ourarticles of association are set forth below under ‘‘Text of Shareholder Resolution.’’

Explanation

The Board of Directors believes it is advisable and in the best interests of the company to cancelshares purchased by TE Connectivity Ltd. under our share repurchase program during the second, thirdand fourth fiscal quarters of 2015 and the first fiscal quarter of 2016 and accordingly effect thereduction of the share capital of the company by approval of the proposed amendments to the articlesof association.

PricewaterhouseCoopers AG, Zurich, Switzerland, the company’s special auditor, will deliver areport to the Annual General Meeting confirming that the receivables of the creditors of TEConnectivity will be fully covered after giving effect to the share capital reduction in accordance witharticle 732, paragraph 2 of the Swiss Code. The auditor’s report will be available at the meeting.

The capital reduction by cancellation of shares can only be accomplished after publication of threenotices to creditors in the Swiss Official Gazette of Commerce (SHAB) and in the manner provided forby the articles of association after the two-month time period set for the creditors to file claims hasexpired and all creditors who have filed claims have been satisfied or secured and a public deed ofcompliance has been established. If approved by shareholders, we expect that the share capitalreduction will be accomplished in the second half of May 2016.


IT IS RESOLVED, that, based on a special auditor report dated March 2, 2016 in accordance witharticle 732, paragraph 2 of the Swiss Code of Obligations (the ‘‘Swiss Code’’), which is at hand,provided by PricewaterhouseCoopers AG, Zurich, Switzerland, as state supervised auditingenterprise present at the shareholders’ meeting:

1. the registered share capital of TE Connectivity Ltd. in the aggregate amount of Swiss francs(‘‘CHF’’) 236,016,697.17 shall be reduced by the amount of CHF 19,826,880.00 toCHF 216,189,817.17 by cancelling 34,784,000 registered shares;

2. it is acknowledged and recorded that according to the report dated March 2, 2016 ofPricewaterhouseCoopers AG, Zurich, Switzerland, as state supervised auditing enterprisepresent at the shareholders’ meeting, in accordance with article 732, paragraph 2 of the SwissCode, it is confirmed that the receivables of the creditors of TE Connectivity Ltd. are fullycovered by assets after giving effect to the capital reduction; and


3. the articles of association of TE Connectivity Ltd. shall be adapted as follows:

Previous version Proposed new version

Art. 4 Art. 4Share Capital Share Capital1The Company’s share capital is 1The Company’s share capital isCHF 236,016,697.17. It is divided into CHF 216,189,817.17. It is divided into414,064,381 registered shares with a par value 379,280,381 registered shares with a par valueof CHF 0.57 each. of CHF 0.57 each.

Art. 5 Art. 5Authorized Capital Authorized Capital1The Board of Directors is authorized to 1The Board of Directors is authorized toincrease the share capital at any time until increase the share capital at any time until2 March 2018 by an amount not exceeding 2 March 2018 by an amount not exceedingCHF 118,008,348.30 through the issuance of CHF 108,094,908.30 through the issuance ofup to 207,032,190 fully paid up registered up to 189,640,190 fully paid up registeredshares with a par value of CHF 0.57 each.* shares with a par value of CHF 0.57 each.*

Art. 6 Art. 6Conditional Share Capital Conditional Share Capital1The share capital of the Company shall be 1The share capital of the Company shall beincreased by an amount not exceeding increased by an amount not exceedingCHF 118,008,348.30 through the issue of a CHF 108,094,908.30 through the issue of amaximum of 207,032,190 registered shares, maximum of 189,640,190 registered shares,payable in full, with a par value of CHF 0.57 payable in full, with a par value of CHF 0.57each [rest of paragraph unchanged] each [rest of paragraph unchanged]

* Assumes that the amendments to our articles of association set forth in this agenda item occurafter the amendment to our articles of association set forth in Agenda Item No. 14(authorized capital).



Recommendation



AGENDA ITEM NO. 16—APPROVAL OF ANY ADJOURNMENTS OR POSTPONEMENTSOF THE MEETING


Our Board of Directors proposes that our shareholders approve any adjournments orpostponements of the Annual General Meeting.

Explanation

You are being asked to approve any adjournments or postponements of the meeting so that we cansolicit additional proxies if there are insufficient proxies to elect directors and approve the remainingagenda items at the time of the meeting, including, without limitation, the amendments to the articlesof association required by the Swiss Ordinance.



Recommendation


ADDITIONAL INFORMATION

Cost of Solicitation

The cost of solicitation of proxies will be paid by TE Connectivity. TE Connectivity has engagedMacKenzie Partners, Inc. as the proxy solicitor for the Annual General Meeting for an approximate feeof $15,000. In addition, certain directors, officers or employees of TE Connectivity may solicit proxiesby telephone or personal contact. Upon request, TE Connectivity will reimburse brokers, dealers, banksand trustees, or their nominees, for reasonable expenses incurred by them in forwarding proxymaterials to beneficial owners of shares.

Registered and Principal Executive Offices

The registered and principal executive offices of TE Connectivity are located at Rheinstrasse 20,CH-8200 Schaffhausen, Switzerland. The telephone number is +41 (0) 52 633 66 61.

Annual Report

Copies of our Annual Report for the fiscal year ended September 25, 2015 containing our auditedconsolidated financial statements with accompanying notes and our audited Swiss statutory financialstatements prepared in accordance with Swiss law as well as additionally required Swiss disclosures andour Swiss Compensation Report, are available to shareholders free of charge on our website atwww.te.com or by writing to TE Connectivity Shareholder Services, TE Connectivity Ltd.,Rheinstrasse 20, CH-8200 Schaffhausen, Switzerland.


TE CONNECTIVITY 2017 ANNUAL GENERAL MEETING OF SHAREHOLDERS

TE Connectivity anticipates that the 2017 Annual General Meeting of Shareholders will be held onor about March 1, 2017.

Shareholder proposals submitted pursuant to Rule 14a-8 under the Securities Exchange Act andarticle 14 of TE Connectivity’s articles of association will be considered for inclusion inTE Connectivity’s 2016 proxy statement and proxy card for the meeting if the proposal is received inwriting by TE Connectivity’s Secretary no later than September 15, 2016. The notice of proposal mustcomply with the requirements established by the SEC and must include the information specified inarticle 14 of TE Connectivity’s articles of association and must be a proper subject for shareholderaction under Swiss law.

Article 14 of TE Connectivity’s articles of association sets forth the procedures (including, withoutlimitation, advance notice requirements) a shareholder must follow to request that an item be put onthe agenda of a general meeting of shareholders. No prior notice is required to bring proposals(including the nomination of persons for election to the Board of Directors) at a general meeting ofshareholders where such proposals relate to items that are already included on the agenda for thatmeeting.

Proposals should be addressed to Harold G. Barksdale, Secretary, TE Connectivity Ltd.,Rheinstrasse 20, CH-8200 Schaffhausen, Switzerland.

TE Connectivity will furnish a copy of its articles of association to any shareholder without chargeupon written request to the Secretary.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and special reports, proxy statements and other information with theSEC. You may read and copy these materials at the SEC reference room at 100 F Street, N.E.,Washington, D.C. 20549, USA. Please call the SEC at 1-800-SEC-0330 for further information on theirpublic reference room. Our SEC filings also are available to the public at the SEC’s website(http://www.sec.gov). In addition, you can obtain reports and proxy statements and other informationabout us at the offices of the NYSE, 20 Broad Street, New York, New York 10005, USA.

We maintain a website on the Internet at http://www.te.com. We make available free of charge, onor through our website, our annual report on Form 10-K, quarterly reports on Form 10-Q, currentreports on Form 8-K and any amendments to those reports, as soon as reasonably practicable aftersuch material is filed with the SEC. This reference to our Internet address is for informationalpurposes only and shall not, under any circumstances, be deemed to incorporate the informationavailable at such Internet address into this proxy statement.


APPENDIX A

PRIMARY TALENT MARKET PEER GROUP

Aerospace & Defense; Electronic, Electrical & Scientific Equipment & Components;Industrial Manufacturing

3M Company ITT CorporationAlliant Techsystems Inc. Johns Manville CorporationAMETEK Inc. Kennametal Inc.AMSTED Industries Incorporated Knowles CorporationA. O. Smith Corporation Kyocera CorporationArrow Electronics, Inc. L-3 Communications Holdings Inc.BAE Systems PLC Lafarge North AmericaBBA Aviation PLC Lutron ElectronicsBechtel Systems & Infrastructure, Inc. MakinoBall Corp. Milacron LLCThe Boeing Company MTS Systems CorporationBorgWarner Inc. Northrop Grumman CorporationCalgon Carbon Corporation Owens CorningCelestica Inc. Pall CorporationColfax Corporation Panasonic of North AmericaContinental Automotive Systems Parker Hannifin CorporationCorning Incorporated Regal-Beloit CorporationCurtiss-Wright Corporation Robertshaw ControlsCytec Industries Inc. Rockwell Automation Inc.Deere & Company Rockwell Collins Inc.Dematic Rolls-Royce North America (USA) Holdings Co.Donaldson Co. Inc. SAIC, Inc.Eaton Corporation Saint-GobainEmerson Electric Co. Shaw-CorEsterline Technologies Corporation Sonoco Products Co.Exelis Inc. Spirit AeroSystems Holdings, Inc.GAF Materials Corporation (Canada) SPX CorporationGeneral Dynamics Corporation Terex CorporationGraco Inc. Textron Inc.Harman International Industries, Incorporated Toro Co.HD Supply, Inc. Trinity Industries, Inc.Hexcel Corporation United Launch AllianceHoneywell Inc. United Technologies CorporationHubbell Incorporated USG CorporationHusky Injection Molding Systems Ltd. Worthington Industries, Inc.Ingersoll-Rand Xylem Inc.

2016 Annual General Meeting Proxy Statement A-1

APPENDIX B

TEXT OF PROPOSED AUTHORIZED CAPITAL

Art. 5 Art. 5Genehmigtes Aktienkapital Authorized Capital

1Der Verwaltungsrat ist ermachtigt, das 1The Board of Directors is authorized to increaseAktienkapital jederzeit bis zum 2 Marz 2018 im the share capital at any time until March 2, 2018Maximalbetrag von CHF 118,008,348.30 durch by an amount not exceeding CHF 118,008,348.30Ausgabe von hochstens 207,032,190 vollstandig zu through the issuance of up to 207,032,190 fullyliberierenden Namenaktien mit einem Nennwert paid up registered shares with a par value ofvon CHF 0.57 je Aktie zu erhohen. CHF 0.57 each.2Erhohungen durch Festubernahmen und 2Increases through underwritten offerings or inErhohungen in Teilbetragen sind zulassig. Der partial amounts are permitted. The Board ofVerwaltungsrat legt den Zeitpunkt der Ausgabe, Directors shall determine the time of the issuance,den Ausgabebetrag, die Art, wie die neuen Aktien the issue price, the manner in which the newzu liberieren sind, den Beginn der shares have to be paid up, the date from whichDividendenberechtigung, die Bedingungen fur die the shares carry the right to dividends, and theAusubung der Bezugsrechte sowie die Zuteilung conditions for the exercise of preemptive rightsder Bezugsrechte, welche nicht ausgeubt werden, that have not been exercised.fest.3Der Verwaltungsrat kann nicht ausgeubte 3The Board of Directors may allow theBezugsrechte verfallen lassen oder kann preemptive rights that have not been exercised toBezugsrechte, welche nicht ausgeubt wurden oder expire, or it may place the preemptive rightsAktien, fur welche Bezugsrechte nicht ausgeubt which have not been exercised or shares thewurden, zu Marktkonditionen platzieren oder preemptive rights of which have not beenanderweitig im Interesse der Gesellschaft exercised at market conditions or use themverwenden. otherwise in the interest of the Company.4Der Verwaltungsrat kann die Bezugsrechte der 4The Board of Directors is authorized to withdrawAktionare beschranken oder entziehen und or limit the preemptive rights of the shareholderseinzelnen Aktionaren oder Dritten zuweisen: and to allot them to individual shareholders or

third parties:

(a) wenn der Ausgabebetrag der neuen Aktien (a) if the issue price of the new shares isunter Berucksichtigung des Marktpreises determined by reference to the market price;festgesetzt wird;

(b) fur die Ubernahme von Unternehmen, (b) for the acquisition of an enterprise, part(s)Unternehmensteilen oder Beteiligungen oder fur of an enterprise or investments, or for thedie Finanzierung oder Refinanzierung solcher financing or refinancing of any such transactions,Transaktionen oder die Finanzierung von neuen or for the financing of new investment plans ofInvestitionsvorhaben der Gesellschaft; the Company;

(c) zum Zweck der Erweiterung des (c) for purposes of broadening the shareholderAktionarskreises in gewissen Finanz- oder constituency of the Company in certain financialInvestorenmarkten, zur Beteiligung von or investor markets, for purposes of thestrategischen Partnern oder im Zusammenhang investment of strategic partners, or in connectionmit der Kotierung neuer Aktien an in- oder with the listing of new shares on domestic orauslandischen Borsen; foreign stock exchanges;

2016 Annual General Meeting Proxy Statement B-1

(d) fur die Einraumung einer (d) for purposes of granting an over-allotmentMehrzuteilungsoption (‘‘Greenshoe’’) von bis zu option (‘‘greenshoe’’) of up to 20% of the total20% der zu platzierenden oder zu verkaufenden number of shares in a placement or sale of sharesAktien an die betreffenden Erstkaufer oder to the respective initial purchaser(s) orFestubernehmer im Rahmen einer underwriter(s); orAktienplatzierung oder eines Aktienverkaufs; oder

(e) fur die Beteiligung von Verwaltungsraten der (e) for the participation of Directors of theGesellschaft, Mitgliedern der Geschaftsleitung, Company, members of the executive management,Mitarbeitern, Beauftragten, Beratern oder anderer employees, contractors, consultants or otherPersonen, die der Gesellschaft oder einer ihrer persons performing services for the benefit of theTochtergesellschaften oder Nahestehende Company or any of its subsidiaries or Affiliates.Gesellschaften Dienstleistungen erbringen.5Der Erwerb von Namenaktien aus genehmigtem 5The acquisition of registered shares out ofKapital zu allgemeinen Zwecken sowie alle authorized share capital for general purposes andweiteren Ubertragungen von Namenaktien any further transfers of registered shares shall beunterliegen den Beschrankungen gemass Art. 8 subject to the restrictions specified in Art. 8 ofder Statuten. the Articles of Association.

B-2 2016 Annual General Meeting Proxy Statement

Documents

TE Connect · (8:00 a.m., Eastern Standard Time), at the Park Hyatt Z¨urich, Beethoven-Strasse 21, 8002 Z ¨urich, Switzerland. Details of the business to be presented at the meeting